<SUBMISSION>
<ACCESSION-NUMBER>0000950123-01-500149
<TYPE>SC TO-T
<PUBLIC-DOCUMENT-COUNT>13
<FILING-DATE>20010305
<GROUP-MEMBERS>INDIGO ACQUISITION CORP
<GROUP-MEMBERS>INVERESK RESEARCH CANADA INC
<GROUP-MEMBERS>INVERESK RESEARCH GROUP LTD
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>CLINTRIALS RESEARCH INC
<CIK>0000870978
<ASSIGNED-SIC>8734
<IRS-NUMBER>621406017
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-T
<ACT>34
<FILE-NUMBER>005-48381
<FILM-NUMBER>1561435
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>11000 WESTON PARKWAY
<CITY>CARY
<STATE>NC
<ZIP>27513
<PHONE>9194622556
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>11000 WESTON PARKWAY
<CITY>CARY
<STATE>NC
<ZIP>27513
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CLINTRIALS INC
<DATE-CHANGED>19930930
</FORMER-COMPANY>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>INVERESK RESEARCH GROUP LTD
<CIK>0001135362
<ASSIGNED-SIC>
<IRS-NUMBER>000000000
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-T
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>ELPHINSTONE RESEARCH CENTRE
<STREET2>TRANENT, EAST LOTHIAN EH33 2NE
<CITY>UNITED KINGDOM
<PHONE>4401875614545
</BUSINESS-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC TO-T
<SEQUENCE>1
<FILENAME>y45952mscto-t.txt
<DESCRIPTION>THIRD PARTY TENDER OFFER SUBJECT TO RULE 14D-1
<TEXT>

<PAGE>   1

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                  SCHEDULE TO
                                 (RULE 14d-100)

              TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                            CLINTRIALS RESEARCH INC.
                       (NAME OF SUBJECT COMPANY (ISSUER))

                            INDIGO ACQUISITION CORP.
                          A WHOLLY OWNED SUBSIDIARY OF

                        INVERESK RESEARCH (CANADA) INC.
                          A WHOLLY OWNED SUBSIDIARY OF

                        INVERESK RESEARCH GROUP LIMITED
                      (NAME OF FILING PERSONS (OFFERORS))

                         COMMON STOCK, $0.01 PAR VALUE
                         (TITLE OF CLASS OF SECURITIES)

                                   188767107
                     (CUSIP NUMBER OF CLASS OF SECURITIES)

                               STEWART G. LESLIE
                        INVERESK RESEARCH GROUP LIMITED
                          ELPHINSTONE RESEARCH CENTRE
                         TRANENT, EAST LOTHIAN EH33 2NE
                            SCOTLAND, UNITED KINGDOM
                               +44 (1875) 614-545
        (NAME, ADDRESS AND TELEPHONE NO. OF PERSON AUTHORIZED TO RECEIVE
            NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)

                                WITH A COPY TO:

                              JOHN A. HEALY, ESQ.
                       CLIFFORD CHANCE ROGERS & WELLS LLP
                                200 PARK AVENUE
                            NEW YORK, NEW YORK 10166
                                 (212) 878-8000
                            ------------------------

                           CALCULATION OF FILING FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
              TRANSACTION VALUATION*                               AMOUNT OF FILING FEE
-------------------------------------------------------------------------------------------------------
<S>                                                 <C>
                   $123,490,056                                           $24,699
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
</TABLE>

* For purposes of calculating the fee only. Based on the offer to purchase all
  of the outstanding shares of common stock of ClinTrials Research Inc. at a
  purchase price of $6.00 cash per share. According to ClinTrials, there were
  18,402,172 shares outstanding and outstanding options with respect to
  2,179,504 shares, in each case as of February 22, 2001. The amount of the
  filing fee was calculated in accordance with Rule 0-11(d) of the Securities
  Exchange Act of 1934 as amended.

[ ] Check the box if any part of the fee is offset as provided by Rule
    0-11(a)(2) and identify the offsetting fee with which the offsetting fee was
    previously paid. Identify the previous filing by registration statement
    number, or the Form of Schedule and the date of its filing.

<TABLE>
<S>                        <C>             <C>              <C>
AMOUNT PREVIOUSLY PAID:    NOT APPLICABLE  FILING PARTIES:  NOT APPLICABLE
FORM OR REGISTRATION NO.:  NOT APPLICABLE  DATE FILED:      NOT APPLICABLE
</TABLE>

[ ] Check the box if the filing relates solely to preliminary communications
    made before commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer:  [ ]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2

                                  SCHEDULE TO

ITEM 1.  SUMMARY TERM SHEET.

     The information set forth in the section of the Offer to Purchase entitled
"Summary" is incorporated herein by reference.

ITEM 2.  SUBJECT COMPANY INFORMATION.

     (a) The name of the subject company is ClinTrials Research Inc., a Delaware
corporation (the "Company"), and the address of its principal executive offices
is 11000 Weston Parkway, Suite 100, Research Triangle Park, North Carolina
27709. The telephone number of the Company is (919) 462-9005.

     (b) This Tender Offer Statement on Schedule TO relates to the commencement
by Indigo Acquisition Corp., a Delaware corporation ("Purchaser"), which is a
wholly owned subsidiary of Inveresk Research (Canada) Inc., a corporation
organized under the laws of Canada ("Inveresk Canada"), which, in turn, is a
wholly owned subsidiary of Inveresk Research Group Limited, a corporation
organized under the laws of Scotland ("Parent"), of its offer to purchase all of
the outstanding shares (the "Shares") of common stock, par value $0.01 per share
("Common Stock"), of the Company, at a price of $6.00 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated March 5, 2001 (the "Offer to Purchase"), a copy of
which is attached hereto as Exhibit (a)(1), and in the related Letter of
Transmittal, a copy of which is attached hereto as Exhibit (a)(2) (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer"). The information set forth in the introduction to the Offer to Purchase
(the "Introduction") is incorporated herein by reference.

     (c) The information concerning the principal market in which the Shares are
traded and certain high and low sales prices for the Shares in such principal
market are set forth in Section 6 of the Offer to Purchase ("Price Range of
Shares; Dividends") and is incorporated herein by reference.

ITEM 3.  IDENTITY AND BACKGROUND OF THE FILING PERSON.

     (a), (b), (c) The information set forth in Section 9 of the Offer to
Purchase ("Certain Information Concerning Candover Investments plc, Candover
Partners Ltd., Candover 1997 Fund, Parent, Inveresk Canada and Purchaser") and
Schedule A to the Offer to Purchase is incorporated herein by reference.

ITEM 4.  TERMS OF THE TRANSACTION.

     (a)(1)(i)-(viii), (xii) The information set forth in the Introduction,
Section 1 of the Offer to Purchase ("Terms of the Offer"), Section 2 of the
Offer to Purchase ("Acceptance for Payment and Payment for the Shares"), Section
3 of the Offer to Purchase ("Procedures for Tendering Shares"), Section 4 of the
Offer to Purchase ("Rights of Withdrawal"), Section 5 of the Offer to Purchase
("Certain United States Federal Income Tax Consequences of the Offer") and
Section 11 of the Offer to Purchase ("Purpose of the Offer; Plans for the
Company; the Merger; the Merger Agreement; the Stockholders Agreement") is
incorporated herein by reference.

     (a)(1)(ix), (x), (xi) Not applicable.

     (a)(2)(i)-(iv), (vii) The information set forth in the Introduction,
Section 1 of the Offer to Purchase ("Terms of the Offer"), Section 5 of the
Offer to Purchase ("Certain United States Federal Income Tax Consequences of the
Offer"), Section 10 of the Offer to Purchase ("Background of the Offer; Contacts
with the Company") and Section 11 of the Offer to Purchase ("Purpose of the
Offer; Plans for the Company; the Merger; the Merger Agreement; the Stockholders
Agreement") is incorporated herein by reference.

     (a)(2)(v), (vi) Not applicable.

                                        2
<PAGE>   3

ITEM 5.  PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

     (a), (b) The information set forth in Section 10 of the Offer to Purchase
("Background of the Offer; Contacts with the Company") is incorporated herein by
reference.

ITEM 6.  PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS.

     (a), (c)(1), (3-7) The information set forth in Section 11 of the Offer to
Purchase ("Purpose of the Offer; Plans for the Company; the Merger; the Merger
Agreement; the Stockholders Agreement") and Section 7 of the Offer to Purchase
("Effect of the Offer on the Market for the Shares; Stock Quotation, Margin
Regulations and Exchange Act Registration") is incorporated herein by reference.

     (c)(2) None.

ITEM 7.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     (a) The information set forth in Section 12 of the Offer to Purchase
("Source and Amount of Funds") is incorporated herein by reference.

     (b) Not applicable.

     (c) The information set forth in Section 16 of the Offer of Purchase ("Fees
and Expenses") is incorporated herein by reference.

ITEM 8.  INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

     The information set forth in the Introduction, Section 8 of the Offer to
Purchase ("Certain Information Concerning the Company"), Section 9 of the Offer
to Purchase ("Certain Information Concerning Candover Investments plc, Candover
Partners Ltd., Candover 1997 Fund, Parent, Inveresk Canada and Purchaser"),
Section 11 of the Offer to Purchase ("Purpose of the Offer; Plans for the
Company; the Merger") and Schedule A to the Offer to Purchase is incorporated
herein by reference.

ITEM 9.  PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

     The information set forth in the Introduction and Section 16 of the Offer
to Purchase ("Fees and Expenses") is incorporated herein by reference.

ITEM 10.  FINANCIAL STATEMENTS.

     (a) Financial information. Not applicable.

     (b) Pro forma information. Not applicable.

ITEM 11.  ADDITIONAL INFORMATION.

     (a) Other material information. The information set forth in the Letter of
Transmittal attached hereto as Exhibit (a)(2) is incorporated herein by
reference.

                                        3
<PAGE>   4

ITEM 12.  EXHIBITS.

     The following are attached as exhibits to this Schedule TO:

<TABLE>
<S>             <C>
(a)(1)          Offer to Purchase, dated March 5, 2001.
(a)(2)          Letter of Transmittal.
(a)(3)          Notice of Guaranteed Delivery.
(a)(4)          Guidelines for Certification of Taxpayer Identification
                Number on Substitute Form W-9.
(a)(5)          Form of Letter to brokers, dealers, commercial banks, trust
                companies and other nominees.
(a)(6)          Form of Letter to be used by brokers, dealers, commercial
                banks, trust companies and other nominees to their clients.
(a)(7)          Summary newspaper advertisement, dated March 5, 2001 and
                published in The Wall Street Journal.
(a)(8)          Press Release issued by the Company on February 22, 2001.
Exhibit (b)     Facilities Agreement, dated as of February 22, 2001, between
                Parent and certain of its subsidiaries and Bear Stearns
                Corporate Lending Inc.
Exhibit (d)(1)  Agreement and Plan of Merger, dated as of February 22, 2001,
                by and among Parent, Purchaser and the Company.
Exhibit (d)(2)  Stockholders Agreement, dated as of February 22, 2001, among
                Parent, Purchaser and Richard J. Eskind, Richard J. Eskind
                Grantor Retained Annuity Trust No. 2, Irwin B. Eskind, M.D.,
                Irwin B. Eskind Grantor Retained Annuity Trust No. 4, Paul
                J. Ottaviano, Edward G. Nelson, Nelson Capital Corporation,
                S. Colin Neill, Roscoe Robinson and William C. O'Neil.
Exhibit (d)(3)  Investment Agreement, dated February 22, 2001, among Parent
                and the persons listed on the schedule thereto.
Exhibit (g)     None.
Exhibit (h)     None.
</TABLE>

ITEM 13.  INFORMATION REQUIRED BY SCHEDULE 13E-3.

     Not applicable.

                                        4
<PAGE>   5

                                   SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Date: March 2, 2001

                                        INDIGO ACQUISITION CORP.

                                        /s/ WALTER NIMMO
                                        ----------------------------------------
                                        Name:   Walter Nimmo
                                        Title:     President

                                        /s/ ALASTAIR MCEWAN
                                        ----------------------------------------
                                        Name:   Alastair McEwan
                                        Title:     Vice President

                                        INVERESK RESEARCH (CANADA) INC.

                                        /s/ WALTER NIMMO
                                        ----------------------------------------
                                        Name:   Walter Nimmo
                                        Title:     President

                                        INVERESK RESEARCH GROUP LIMITED

                                        /s/ WALTER NIMMO
                                        ----------------------------------------
                                        Name:   Walter Nimmo
                                        Title:     Chief Executive Officer

                                        /s/ STEWART LESLIE
                                        ----------------------------------------
                                        Name:   Stewart Leslie
                                        Title:     Director and Company
                                        Secretary

                                        5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A.1
<SEQUENCE>2
<FILENAME>y45952mex99-a_1.txt
<DESCRIPTION>OFFER TO PURCHASE
<TEXT>

<PAGE>   1

                           OFFER TO PURCHASE FOR CASH

                     ALL OUTSTANDING SHARES OF COMMON STOCK
                                       OF

                            CLINTRIALS RESEARCH INC.
                                       AT

                              $6.00 NET PER SHARE
                                       BY

                            INDIGO ACQUISITION CORP.
                          A WHOLLY OWNED SUBSIDIARY OF

                        INVERESK RESEARCH (CANADA) INC.
                          A WHOLLY OWNED SUBSIDIARY OF

                        INVERESK RESEARCH GROUP LIMITED

  THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
                                     TIME,
            ON MONDAY, APRIL 2, 2001, UNLESS THE OFFER IS EXTENDED.

    THE OFFER IS BEING MADE PURSUANT TO AN AGREEMENT AND PLAN OF MERGER, DATED
AS OF FEBRUARY 22, 2001 (THE "MERGER AGREEMENT"), BY AND AMONG INVERESK RESEARCH
GROUP LIMITED, A COMPANY ORGANIZED UNDER THE LAWS OF SCOTLAND ("PARENT"), INDIGO
ACQUISITION CORP., A DELAWARE CORPORATION ("PURCHASER"), AND CLINTRIALS RESEARCH
INC., A DELAWARE CORPORATION (THE "COMPANY"). PURSUANT TO THE MERGER AGREEMENT,
AFTER COMPLETION OF THE OFFER AND PROVIDED CERTAIN CONDITIONS ARE MET, PURCHASER
WILL BE MERGED WITH AND INTO THE COMPANY (THE "MERGER"), AND AS A RESULT OF THE
MERGER, INVERESK RESEARCH (CANADA) INC., A CORPORATION ORGANIZED UNDER THE LAWS
OF CANADA AND A WHOLLY OWNED SUBSIDIARY OF PARENT ("INVERESK CANADA"), WILL
BECOME THE SOLE STOCKHOLDER OF THE MERGED COMPANY, AND THE STOCKHOLDERS OF THE
COMPANY (OTHER THAN PURCHASER AND ITS AFFILIATES) WILL RECEIVE IN THE MERGER THE
SAME AMOUNT OF CASH PER SHARE AS IS PAID FOR SHARES PURCHASED THROUGH THE OFFER.

    THE BOARD OF DIRECTORS OF THE COMPANY, AT A MEETING HELD ON FEBRUARY 22,
2001, BY UNANIMOUS VOTE DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER
ARE FAIR TO AND IN THE BEST INTERESTS OF THE COMPANY AND THE COMPANY'S
STOCKHOLDERS, APPROVED THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE
MERGER AGREEMENT AND APPROVED THE MERGER AGREEMENT. THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER, TENDER
THEIR SHARES IN THE OFFER AND, IF REQUIRED UNDER DELAWARE LAW OR THE COMPANY'S
CERTIFICATE OF INCORPORATION OR BYLAWS, VOTE TO ADOPT THE MERGER AGREEMENT.

    THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS: (A) A NUMBER OF SHARES OF
COMMON STOCK, PAR VALUE $0.01 PER SHARE (THE "SHARES"), OF THE COMPANY BEING
VALIDLY TENDERED AND NOT WITHDRAWN ON THE APPLICABLE EXPIRATION DATE OF THE
OFFER THAT, TOGETHER WITH ANY SHARES OWNED BY PARENT OR ANY OF ITS AFFILIATES
(INCLUDING PURCHASER), REPRESENTS AT LEAST A MAJORITY OF THE TOTAL NUMBER OF ALL
OUTSTANDING SHARES PLUS ALL SHARES ISSUABLE UPON THE EXERCISE OF OPTIONS AND
OTHER SIMILAR RIGHTS TO PURCHASE SHARES (THE "MINIMUM CONDITION") AND (B) THE
RECEIPT OF APPROVALS REQUIRED BY OR THE EXPIRATION OR TERMINATION OF THE
APPLICABLE WAITING PERIODS UNDER UNITED STATES AND EUROPEAN ANTITRUST AND
COMPETITION LAWS. THE OFFER IS ALSO SUBJECT TO THE SATISFACTION OR WAIVER OF
CERTAIN OTHER CONDITIONS. SEE SECTIONS 1 AND 13 OF THIS OFFER TO PURCHASE.

    PURCHASER AND PARENT HAVE ENTERED INTO A STOCKHOLDERS AGREEMENT WITH CERTAIN
STOCKHOLDERS OF THE COMPANY PURSUANT TO WHICH, AMONG OTHER THINGS, THOSE
STOCKHOLDERS HAVE AGREED TO TENDER IN THE OFFER, UPON THE TERMS AND SUBJECT TO
THE CONDITIONS OF THE STOCKHOLDERS AGREEMENT, ALL SHARES OWNED BY THOSE
STOCKHOLDERS (APPROXIMATELY 21% OF THE COMPANY'S OUTSTANDING SHARES). SEE
SECTION 11 OF THIS OFFER TO PURCHASE.

                                   IMPORTANT

    Any stockholder desiring to tender all or any portion of such stockholder's
Shares should (1) complete and sign the Letter of Transmittal or a facsimile
thereof in accordance with the instructions in the Letter of Transmittal,
including any required signature guarantees, and mail or deliver the Letter of
Transmittal or such facsimile with such stockholder's certificate(s) for the
tendered Shares and any other required documents to the Depositary named in this
Offer to Purchase, (2) follow the procedure for book-entry tender of Shares set
forth in Section 3 of this Offer to Purchase or (3) request such stockholder's
broker, dealer, commercial bank, trust company or other nominee to effect the
transaction for such stockholder. Stockholders having Shares registered in the
name of a broker, dealer, commercial bank, trust company or other nominee must
contact such broker, dealer, commercial bank, trust company or other nominee if
they desire to tender Shares so registered.

    A stockholder of the Company who desires to tender Shares and whose
certificates for such Shares are not immediately available, or who cannot comply
with the procedure for book-entry transfer on a timely basis, may tender such
Shares by following the procedures for guaranteed delivery set forth in Section
3 of this Offer to Purchase.

    Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone numbers
set forth on the back cover of this Offer to Purchase. Requests for additional
copies of this Offer to Purchase, the Letter of Transmittal, the Notice of
Guaranteed Delivery and other tender offer materials may be directed to the
Information Agent or the Dealer Manager. Stockholders may also contact their
broker, dealer, commercial bank, trust company or other nominee for assistance
concerning the Offer.

                      THE DEALER MANAGER FOR THE OFFER IS:

                            BEAR, STEARNS & CO. INC.

March 5, 2001
<PAGE>   2

                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>   3

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                   PAGE
                                                                   ----
<C>  <S>                                                           <C>
SUMMARY..........................................................    i
INTRODUCTION.....................................................    1
THE TENDER OFFER.................................................    3
 1.  Terms of the Offer..........................................    3
 2.  Acceptance for Payment and Payment for the Shares...........    5
 3.  Procedure for Tendering Shares..............................    6
 4.  Rights of Withdrawal........................................    9
 5.  Certain United States Federal Income Tax Consequences of the
     Offer.......................................................   10
 6.  Price Range of the Shares; Dividends........................   10
 7.  Effect of the Offer on the Market for the Shares; Stock
     Quotation, Margin Regulations and Exchange Act
     Registration................................................   11
 8.  Certain Information Concerning the Company..................   12
 9.  Certain Information Concerning Candover Investments plc,
     Candover Partners Ltd., Candover 1997 Fund, Parent, Inveresk
     Canada and Purchaser........................................   14
10.  Background of the Offer; Contacts with the Company..........   15
11.  Purpose of the Offer; Plans for the Company; the Merger; the
     Merger Agreement; the Stockholders Agreement................   18
12.  Source and Amount of Funds..................................   27
13.  Certain Conditions of the Offer.............................   30
14.  Dividends and Distributions.................................   32
15.  Certain Legal Matters.......................................   33
16.  Fees and Expenses...........................................   34
17.  Miscellaneous...............................................   35
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS OF
  CANDOVER INVESTMENTS, PARENT, INVERESK CANADA AND PURCHASER....  A-1
</TABLE>
<PAGE>   4

                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>   5

                                    SUMMARY

     This summary highlights important and material information from this Offer
to Purchase but does not purport to be complete. To fully understand the offer
described in this document and for a more complete description of the terms of
the offer described in this document, you should read carefully this entire
Offer to Purchase and the Letter of Transmittal (which together, as amended and
supplemented, constitute the "Offer"). We have included section references to
direct you to a more complete description of the topics contained in this
summary.

WHO IS OFFERING TO BUY MY SECURITIES?

     Indigo Acquisition Corp., a Delaware corporation, is offering to buy your
Shares as described in this document. That company (which is sometimes referred
to in this document as "Purchaser") is a wholly owned subsidiary of Inveresk
Research (Canada) Inc., a corporation organized under the laws of Canada, which
in turn is a wholly owned subsidiary of Inveresk Research Group Limited, a
company organized under the laws of Scotland. See Section 9 of this document for
further information about Indigo Acquisition Corp., Inveresk Research (Canada)
Inc. and Inveresk Research Group Limited.

WHAT ARE THE CLASSES AND AMOUNTS OF SECURITIES SOUGHT IN THE OFFER?

     Indigo Acquisition Corp. is offering to buy all of the outstanding shares
of common stock of ClinTrials Research Inc. For information about the conditions
to which the Offer is subject, see Section 13 of this document.

HOW MUCH IS INDIGO ACQUISITION CORP. OFFERING TO PAY AND WHAT IS THE FORM OF
PAYMENT?

     Indigo Acquisition Corp. is offering to pay $6.00, net to each seller in
cash, without interest, for each share of common stock of ClinTrials Research
Inc. See Section 1 of this document for information about the terms of the
Offer.

DOES INDIGO ACQUISITION CORP. HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT?

     Yes. Inveresk Research (Canada) Inc., the parent of Indigo Acquisition
Corp., and Inveresk Research Group Limited, the parent of Inveresk Research
(Canada) Inc., will provide Indigo Acquisition Corp. with the funds it will need
to pay for the Shares it buys through the Offer described in this document.
Inveresk Research (Canada) Inc. and Inveresk Research Group Limited in turn will
obtain those funds through borrowings under a new credit facility being provided
by Bear Stearns Corporate Lending Inc. and through the sale of equity interests
and loan stock of Inveresk Research Group Limited to certain of its existing
shareholders. The Offer is not conditioned upon any financing arrangements. See
Section 12 of this document for more information about how Inveresk Research
(Canada) Inc. and Inveresk Research Group Limited will finance the Offer.

ARE PURCHASER'S, INVERESK RESEARCH (CANADA) INC.'S OR INVERESK RESEARCH GROUP
LIMITED'S FINANCIAL RESULTS RELEVANT TO MY DECISION AS TO WHETHER TO TENDER IN
THE OFFER?

     Since the Offer is for cash and is not subject to any financing condition,
none of Purchaser's, Inveresk Research (Canada) Inc.'s or Inveresk Research
Group Limited's financial results should be relevant to your decision on whether
to tender your shares of common stock in the Offer.

HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER IN THE INITIAL OFFERING PERIOD?

     You may tender your shares of common stock into the Offer until 12:00
midnight, New York City time, on Monday, April 2, 2001, which is the initial
expiration date of the offering period, unless Indigo Acquisition Corp. decides
to extend the offering period or to provide a subsequent offering period. See
Section 3 of this document for information about tendering your shares of common
stock.

                                        i
<PAGE>   6

CAN THE OFFER BE EXTENDED, AND, IF SO, UNDER WHAT CIRCUMSTANCES?

     Yes. Indigo Acquisition Corp. may, (i) extend and re-extend the Offer on
one or more occasions for such period as may be determined by Indigo Acquisition
Corp. (each such extension period not to exceed 20 business days at a time) if
at the then-scheduled expiration date of the Offer any of the conditions to
Indigo Acquisition Corp.'s obligations to accept for payment and pay for shares
of common stock is not satisfied or waived, (ii) extend and re-extend the Offer
for any period required by any rule, regulation, interpretation or position of
the Securities and Exchange Commission or the staff thereof applicable to the
Offer and (iii) extend and re-extend the Offer on one or more occasions for an
aggregate period of not more than 15 business days if a number of shares of
common stock representing at least a majority but less than 90% of the total
number of outstanding shares of common stock (plus, in each case, all shares of
common stock issuable upon exercise of options and other similar rights to
purchase shares of common stock) have been validly tendered prior to the
expiration of the Offer and not withdrawn. See Section 1 of this document for
more information regarding extension of the Offer.

DOES INDIGO ACQUISITION CORP. CURRENTLY INTEND TO EXTEND THE OFFER?

     Indigo Acquisition Corp. expects to extend the Offer only if the conditions
to the Offer described in Section 13 of this document have not been satisfied on
the expiration date of the Offer. One of these conditions is that all relevant
U.S. and foreign antitrust and competition law requirements must have been
satisfied. Unless the German antitrust authorities shorten the review period
imposed under the German antitrust laws in respect of the Offer, it will be
necessary to extend the Offer to at least April 5, 2001, when the review period
is scheduled to expire. See Section 15 of this Offer to Purchase for more
information regarding U.S. and foreign antitrust and competition law
requirements.

WILL THERE BE A SUBSEQUENT OFFERING PERIOD?

     If Indigo Acquisition Corp. has acquired more than 50% but less than 90% of
the outstanding shares of common stock of ClinTrials Research Inc. (including
all shares of common stock issuable upon exercise of options and other similar
rights to purchase shares of common stock) on the expiration date of the Offer,
it intends to elect to provide a subsequent offering period. See Section 1 of
this document for information with respect to subsequent offering periods.

HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?

     Indigo Acquisition Corp. will announce by press release any extension of
the Offer no later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled expiration date. See Section 1 of this document
for more information about extension of the Offer. If Indigo Acquisition Corp.
provides a subsequent offering period, it will issue a press release no later
than 9:00 a.m., New York City time, on the next business day after the
expiration date of the offering period. Any such press release will state the
approximate number and percentage of outstanding shares of common stock tendered
to date.

WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER?

     The Offer is conditioned upon, among other things,

     - a number of shares of common stock being validly tendered and not
       withdrawn on the applicable expiration date for the Offer that, together
       with any shares of common stock owned by Inveresk Research Group Limited
       or any of its affiliates (including Indigo Acquisition Corp.), represents
       at least a majority of the total number of all outstanding shares of
       common stock plus all shares of common stock issuable upon exercise of
       options and other similar rights to purchase shares of common stock; and

     - the receipt of approvals required by or the expiration or termination of
       the applicable waiting periods under United States and European antitrust
       and competition laws.

                                        ii
<PAGE>   7

For a complete description of all of the conditions to which the Offer is
subject, see Section 13 of this document.

HOW DO I TENDER MY SHARES OF COMMON STOCK?

     If you hold the certificates for your shares of common stock, you should
complete the Letter of Transmittal that was provided with this document and
enclose all the documents required by it, including your certificates, and send
them to the Depositary at the address listed on the back cover of this document.
If your broker holds your shares of common stock for you in "street name" you
must instruct your broker to tender your shares of common stock on your behalf.
In any case, the Depositary must receive all required documents prior to 12:00
midnight, New York City time, on Monday, April 2, 2001, which is the initial
expiration date of the Offer, unless Indigo Acquisition Corp. decides to extend
the Offer. If you cannot comply with any of these procedures, you still may be
able to tender your shares of common stock by using the guaranteed delivery
procedures described in this document. See Section 3 of this document for more
information on the procedures for tendering your shares of common stock.

UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES OF COMMON STOCK?

     The tender of your shares of common stock may be withdrawn at any time
prior to the expiration date of the offering period. There will be no withdrawal
rights during any subsequent offering period; all shares tendered during any
such subsequent offering period will be immediately accepted for payment and
paid for as tendered. See Section 4 of this document for more information.

HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES OF COMMON STOCK?

     You (or your broker or bank if your shares of common stock were held in
"street name") must notify the Depositary at the address and telephone number
listed on the back cover of this document, and the notice must include the name
of the stockholder that tendered the shares of common stock, the number of
shares of common stock to be withdrawn and the name in which the tendered shares
of common stock are registered. For complete information about the procedures
for withdrawing your previously tendered shares of common stock, see Section 4
of this document.

WHAT DOES MY BOARD OF DIRECTORS THINK OF THE OFFER?

     The Board of Directors of ClinTrials Research Inc., at a meeting held on
February 22, 2001, by unanimous vote determined that the terms of the Offer and
the Merger are fair to and in the best interests of ClinTrials Research Inc. and
ClinTrials Research Inc.'s stockholders, approved the Merger and the other
transactions contemplated by the Merger Agreement and unanimously approved the
Merger Agreement. The Board of Directors of ClinTrials Research Inc. unanimously
recommends that ClinTrials Research Inc.'s stockholders accept the Offer, tender
their shares of common stock in the Offer and, if required under Delaware law or
ClinTrials Research Inc.'s Certificate of Incorporation or Bylaws, vote to adopt
the Merger Agreement.

HAVE ANY STOCKHOLDERS AGREED TO TENDER THEIR SHARES?

     Yes. Stockholders that collectively own shares representing approximately
21% of the outstanding shares of common stock of ClinTrials Research Inc. have
agreed to tender their shares in the Offer. See Section 11 of this document for
a description of the agreement pursuant to which these stockholders have agreed
to tender their shares in the Offer.

IF INDIGO ACQUISITION CORP. CONSUMMATES THE TENDER OFFER, WHAT ARE INDIGO
ACQUISITION CORP.'S PLANS WITH RESPECT TO ALL THE SHARES OF COMMON STOCK THAT
ARE NOT TENDERED IN THE OFFER?

     If Indigo Acquisition Corp. purchases at least a majority of the
outstanding shares of common stock pursuant to the Offer, it intends to cause a
merger to occur between Indigo Acquisition Corp. and ClinTrials Research Inc. in
which stockholders of ClinTrials Research Inc. who have not previously tendered
their shares
                                       iii
<PAGE>   8

of common stock will also receive $6.00 in cash, subject to their right to
dissent and demand an appraisal of the value of their shares. If Indigo
Acquisition Corp. is not able to acquire at least a majority of the outstanding
shares of common stock in the Offer, it does not presently intend to acquire any
shares of ClinTrials Research Inc. common stock.

IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES OF COMMON STOCK?

     The purchase of shares of common stock by Indigo Acquisition Corp. in the
Offer will reduce the number of shares of ClinTrials Research Inc. common stock
that might otherwise trade publicly and probably will reduce the number of
holders of the shares of common stock. These changes could adversely affect the
liquidity and market value of the remaining shares of common stock held by the
public. The shares of common stock may also cease to be listed on the Nasdaq
National Market. Also, ClinTrials Research Inc. may cease making filings with
the Securities and Exchange Commission or may otherwise cease being required to
comply with the Securities and Exchange Commission's disclosure and other rules
relating to publicly held companies. See Section 7 of this document for complete
information about the effect of the Offer on your shares of common stock.

WHAT IS THE MARKET VALUE OF MY SHARES OF COMMON STOCK AS OF A RECENT DATE?

     On February 22, 2001, the last full trading day prior to the public
announcement of the Offer, the reported closing price of ClinTrials Research
Inc.'s common stock on the Nasdaq National Market was $5.25 per Share. On March
2, 2001, the last full trading day for which prices were available before the
commencement of the Offer, the reported closing price of ClinTrials Research
Inc.'s common stock on the Nasdaq National Market was $5.88 per Share. You
should obtain a recent market quotation for your shares of common stock in
deciding whether to tender them. See Section 6 of this document for recent high
and low sales prices for the shares of common stock.

WHO IS RESPONSIBLE FOR THE PAYMENT OF TAXES AND BROKERAGE FEES?

     If you are a U.S. taxpayer, your receipt of cash pursuant to the Offer and
the Merger is a taxable sale or exchange for Federal income tax purposes. You
will be required to report the amount of any gain or loss recognized on the
exchange. The amount of gain or loss that you will recognize will be equal to
the difference between (x) the amount of cash you receive pursuant to the Offer
and the Merger and (y) your adjusted tax basis in your shares of common stock.
If you are not a U.S. taxpayer, you should consult your tax advisor concerning
the Federal income tax consequences to you of the Offer and Merger. See Section
5 of this document for a discussion of the material tax consequences of the
Offer and Merger.

     Stockholders of record who tender shares of common stock directly will not
be obligated to pay brokerage fees or commissions or, except as set forth in
Instruction 6 of the Letter of Transmittal, stock transfer taxes on the purchase
of the shares of common stock by Indigo Acquisition Corp. pursuant to the Offer.
However, any tendering stockholder or other payee who fails to complete and sign
the Substitute Form W-9 included in the Letter of Transmittal may be subject to
backup Federal income tax withholding of 31% of the gross proceeds payable to
such stockholder or other payee pursuant to the Offer. See Section 3 of this
document for more information. Stockholders who hold their shares of common
stock through a broker, bank or other nominee should check with such
institutions as to whether they charge any service fees.

WHO CAN I TALK TO IF I HAVE QUESTIONS ABOUT THE TENDER OFFER?

     If you have any questions you can call the Dealer Manager, Bear, Stearns &
Co. Inc. at (888) 261-1668 (toll-free) or the Information Agent, Morrow & Co.,
Inc. at (800) 607-0088 (toll-free). See the back cover of this document for
additional contact information.

                                        iv
<PAGE>   9

To the Holders of Shares of
Common Stock of ClinTrials Research Inc.

                                  INTRODUCTION

     Indigo Acquisition Corp., a Delaware corporation ("Purchaser"), which is a
wholly owned subsidiary of Inveresk Research (Canada) Inc., a corporation
organized under the laws of Canada ("Indigo Canada"), which in turn is a wholly
owned subsidiary of Inveresk Research Group Limited, a company organized under
the laws of Scotland ("Parent"), hereby offers to purchase all of the
outstanding shares of common stock, par value $0.01 per share (the "Shares"), of
ClinTrials Research Inc., a Delaware corporation (the "Company") at $6.00 per
Share, net to the seller in cash (the "Common Stock Price"), without interest,
upon the terms and subject to the conditions set forth in this Offer to Purchase
and in the related Letter of Transmittal (which, together with any amendments or
supplements hereto or thereto, collectively constitute the "Offer"). Tendering
stockholders who are record holders of their Shares and tender directly to
SunTrust Bank (the "Depositary") will not be obligated to pay brokerage fees or
commissions or, subject to Instruction 6 of the Letter of Transmittal, stock
transfer taxes on the purchase of the Shares purchased by Purchaser pursuant to
the Offer. Stockholders who hold their Shares through a broker or bank should
consult that institution as to whether it charges any service fees. Purchaser
will pay all charges and expenses of Bear, Stearns & Co. Inc. as dealer manager
(the "Dealer Manager"), the Depositary and Morrow & Co., Inc. (the "Information
Agent").

     The Offer and withdrawal rights will expire at 12:00 Midnight, New York
City time, on Monday, April 2, 2001 (the "Expiration Date"), unless Purchaser
extends the time during which the Offer is open, in which event the term
"Expiration Date" will mean the latest time and date at which the Offer, as so
extended by Purchaser, will expire.

     The Offer is being made pursuant to an Agreement and Plan of Merger dated
as of February 22, 2001, (the "Merger Agreement"), by and among Parent,
Purchaser and the Company, pursuant to which, upon the terms and subject to the
conditions of the Merger Agreement, at the Effective Time (as defined below), in
accordance with the Delaware General Corporation Law (the "DGCL"), Purchaser
will be merged with and into the Company and the separate corporate existence of
Purchaser will thereupon cease (the "Merger") and, following the Merger, the
Company will continue its existence under the laws of the State of Delaware. As
a result of the Merger, the Company will become a wholly owned indirect
subsidiary of Parent (sometimes referred to in this Offer to Purchase as the
"Surviving Corporation").

     The Merger will become effective at the time (the "Effective Time") of the
filing of a certificate of merger with the Secretary of State of the State of
Delaware in accordance with the DGCL. In the Merger, each issued and outstanding
Share (other than Shares, if any, that are held by stockholders who are entitled
to and who properly exercise dissenters' rights ("Dissenting Stockholders")
pursuant to Section 262 of the DGCL) will, by virtue of the Merger and without
any action on the part of the holder thereof, be converted into the right to
receive, without interest, an amount in cash equal to the Common Stock Price.

     THE BOARD OF DIRECTORS OF THE COMPANY, AT A MEETING HELD ON FEBRUARY 22,
2001, BY UNANIMOUS VOTE DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER
ARE FAIR TO AND IN THE BEST INTERESTS OF THE COMPANY AND THE COMPANY'S
STOCKHOLDERS, APPROVED THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE
MERGER AGREEMENT AND APPROVED THE MERGER AGREEMENT. THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER, TENDER
THEIR SHARES IN THE OFFER AND, IF REQUIRED UNDER THE DGCL OR THE COMPANY'S
CERTIFICATE OF INCORPORATION OR BYLAWS, VOTE TO ADOPT THE MERGER AGREEMENT.

     ING Barings LLC ("ING Barings"), the financial advisor to the Company, has
delivered to the Board of Directors of the Company its opinion, dated February
22, 2001, to the effect that, as of that date and based on and subject to the
assumptions, conditions and limitations stated in its opinion, the $6.00 per
Share cash consideration to be received in the Offer and the Merger by holders
of the Shares (other than Parent and its affiliates) was fair, from a financial
point of view, to such holders. A copy of ING Barings' opinion, which sets forth
the assumptions made, procedures followed, matters considered and limitations on
the review undertaken, is attached as an exhibit to the Company's
Solicitation/Recommendation Statement on Sched-
<PAGE>   10

ule 14D-9 (the "Schedule 14D-9"), which has been filed by the Company with the
Securities and Exchange Commission (the "SEC") in connection with the Offer and
which is being mailed to stockholders with this Offer to Purchase. Stockholders
are urged to, and should, read ING Barings' opinion carefully in its entirety.

     The Offer is conditioned upon, among other things, (i) a number of Shares
being validly tendered and not withdrawn on the applicable expiration date for
the Offer that, together with any Shares owned by Parent or any of its
affiliates (including Purchaser), represents at least a majority of the total
number of all outstanding Shares plus all Shares issuable upon exercise of
options and other similar rights to purchase Shares (the "Minimum Condition")
and (ii) the receipt of approvals required by or the expiration or termination
of the applicable waiting periods under United States and European antitrust and
competition laws. The Offer is also subject to the other conditions set forth in
this Offer to Purchase. See Sections 1 and 13.

     Simultaneously with the execution of the Merger Agreement, Parent and
Purchaser entered into a Stockholders Agreement, dated as of February 22, 2001
(the "Stockholders Agreement"), with Richard J. Eskind, Richard J. Eskind
Grantor Retained Annuity Trust No. 2, Irwin B. Eskind, Irwin B. Eskind Grantor
Retained Annuity Trust No. 4, Paul J. Ottaviano, Edward G. Nelson, Nelson
Capital Corporation, Roscoe R. Robinson, S. Colin Neill and William C. O'Neil,
Jr. (collectively, the "Stockholders"). The Stockholders have represented in the
Stockholders Agreement that, collectively, they have voting and dispositive
control over 3,805,655 Shares, which represents approximately 21% of the
outstanding Shares as of February 22, 2001. Pursuant to the Stockholders
Agreement, the Stockholders have agreed, among other things, to tender their
Shares pursuant to the Offer and not withdraw those Shares and have agreed to
vote their Shares in favor of the Merger and against any competing transaction.
The Stockholders Agreement is more fully described in Section 11.

     The Merger is subject to Purchaser's accepting and paying for the Shares
which are properly tendered in response to the Offer and not withdrawn and to
the satisfaction or waiver of certain conditions, including, if required by law,
the adoption of the Merger Agreement and the approval of the Merger by the
requisite vote of the holders of a majority of the outstanding Shares. If
Purchaser acquires (pursuant to the Offer or otherwise) at least a majority of
the Shares then outstanding. Purchaser will have sufficient voting power to
adopt the Merger Agreement and approve the Merger without the vote of any other
stockholder.

     Under the DGCL, if Purchaser acquires (through the Offer or otherwise) at
least 90% of the Shares then outstanding, Purchaser will be able to adopt the
Merger Agreement and approve the Merger without a vote of the Company's
stockholders. If Purchaser acquires (through the Offer or otherwise) at least
90% of the Shares then outstanding, Purchaser intends to take all necessary and
appropriate action to cause the Merger to become effective as soon as
practicable without a meeting of the Company's stockholders. If, however,
Purchaser does not acquire at least 90% of the Shares then outstanding and a
vote of the Company's stockholders is required under Delaware law, a longer
period of time will be required to effect the Merger.

     According to the Company, as of February 22, 2001, there were 18,402,172
Shares outstanding and an additional 2,179,504 Shares were reserved for issuance
under various stock options previously issued pursuant to the Company's stock
option and other equity-based incentive plans. Based on that information, the
Minimum Condition would be satisfied if 10,290,839 Shares (including the Shares
tendered pursuant to the Stockholders Agreement) were validly tendered and not
withdrawn.

     THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION, AND THEY SHOULD BE READ IN THEIR ENTIRETY BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE OFFER.

                                        2
<PAGE>   11

                                THE TENDER OFFER

1. TERMS OF THE OFFER.

     On the terms and subject to the conditions of the Offer, Purchaser will
accept for payment and pay for all Shares which are validly tendered on or prior
to the Expiration Date and not withdrawn as permitted by Section 4. The term
"Expiration Date" means 12:00 Midnight, New York City time, on Monday, April 2,
2001, unless Purchaser, in accordance with the terms of the Merger Agreement,
extends the period during which the Offer is open, in which event the term
"Expiration Date" will mean the latest time and date at which the Offer, as
extended, will expire. The period from the date of this Offer to Purchase
through and including the Expiration Date, as such period may be extended, is
referred to in this Offer to Purchase as the "Offering Period."

     Purchaser may elect, in its sole discretion, to provide a subsequent
offering period of three to 20 business days (the "Subsequent Offering Period").
For purposes of the Offer, a "business day" means any day other than a Saturday,
Sunday or Federal holiday and consists of the time period from 12:01 a.m.
through 12:00 midnight, New York City time. A Subsequent Offering Period, if one
is provided, is not an extension of the Offering Period. A Subsequent Offering
Period would be an additional period of time, following the expiration of the
Offering Period, in which stockholders may tender Shares not tendered during the
Offering Period. If on the Expiration Date the number of Shares that have been
properly tendered and not subsequently withdrawn represents more than 50% but
less than 90% of the outstanding Shares (calculated on a fully diluted basis),
Purchaser intends to elect to provide a Subsequent Offering Period. Any decision
to provide a Subsequent Offering Period will be announced no later than 9:00
a.m., New York City time, on the next business day after the expiration of the
Offering Period. If a Subsequent Offering Period is provided, Purchaser will
announce the approximate number and percentage of the Shares deposited as of the
expiration of the initial Offering Period no later than 9:00 a.m., New York City
time, on the next business day following the expiration of the Offering Period,
and those Shares will be immediately accepted and promptly paid for. All
conditions to the Offer (including, if the Offer is extended or amended, the
terms and conditions of the extension or amendment (collectively, the "Offer
Conditions")) must be satisfied or waived prior to the commencement of any
Subsequent Offering Period.

     Subject to the terms of the Merger Agreement (see Section 11 of this Offer
to Purchase) and the applicable rules and regulations of the SEC, Purchaser
expressly reserves the right, in its sole discretion, at any time or from time
to time, to extend the Offering Period by giving oral or written notice of such
extension to the Depositary. During any such extension of the Offering Period
all Shares previously tendered and not withdrawn will remain subject to the
Offer, subject to the right of a tendering stockholder to withdraw that
stockholder's Shares. See Section 4 to this Offer to Purchase for a description
of withdrawal rights. Subject to the applicable rules and regulations of the
SEC, Purchaser also expressly reserves the right, in its sole discretion, at any
time or from time to time, to (i) delay acceptance for payment of, or payment
for, any tendered Shares not theretofore accepted for payment or paid for, (ii)
amend the Offer upon the failure of any of the conditions specified in the
Merger Agreement and (iii) waive any condition (other than the Minimum Condition
described in this Offer to Purchase) and to modify or change any other term or
condition of the Offer, by giving oral or written notice of such delay,
amendment, waiver, modification or change to the Depositary. Purchaser will make
a public announcement of any such delay, amendment, waiver, modification or
change. The exercise by Purchaser of the rights described in this paragraph and
the next two paragraphs may require consents under the Facilities Agreement and
the Investment Agreement, each of which is described in Section 12 of this Offer
to Purchase.

     Subject to the terms of the Merger Agreement, Purchaser has the right, in
its sole discretion, to modify and make changes to the terms and conditions of
the Offer except that Purchaser has agreed that it will not, without the prior
written consent of the Company, (i) decrease the Common Stock Price, (ii) change
the form of consideration payable in the Offer (other than by adding
consideration), (iii) change the Minimum Condition, (iv) limit the number of
Shares sought pursuant to the Offer, (v) change the material conditions to the
Offer in a manner adverse to the stockholders of the Company or (vi) impose
additional material conditions to the Offer.
                                        3
<PAGE>   12

     Pursuant to the Merger Agreement, Purchaser may (i) extend and re-extend
the Offering Period on one or more occasions for such period as may be
determined by Purchaser in its sole discretion (each such extension period not
to exceed 20 business days at a time) if, at the then-scheduled expiration date
of the Offer, any of the Offer Conditions are not satisfied or waived, (ii)
extend and re-extend the Offering Period for any period required by any rule,
regulation, interpretation or position of the SEC or the staff thereof
applicable to the Offer and (iii) extend and re-extend the Offering Period on
one or more occasions for an aggregate period of not more than 15 business days
if the Minimum Condition has been satisfied but less than 90% of the total
number of all outstanding Shares plus all Shares issuable upon exercise of
options and other similar rights to purchase Shares have been validly tendered
and not properly withdrawn as of the Expiration Date; provided, however, that if
Purchaser elects to extend the Offer for this reason, then all remaining
conditions to the Offer will be deemed to be irrevocably waived, except for the
Minimum Condition and except insofar as the conditions relate to or are based
upon (x) the illegality of the consummation of the Offer or the Merger; (y)
breach by the Company of any covenant contained in the Merger Agreement; or (z)
failure of any representation or warranty made by the Company in the Merger
Agreement to be true and correct as of the date of the Merger Agreement. On the
terms and subject to the conditions of the Offer (including the Offer Conditions
and, if the Offer is extended or amended, the terms and conditions of any such
extension or amendment), promptly after the expiration of the Offering Period,
Purchaser will accept for payment, and will pay for, all Shares validly tendered
and not withdrawn that Purchaser is permitted to accept and pay for under
applicable law. If Purchaser elects to provide a Subsequent Offering Period, it
expressly reserves the right, in its sole discretion, at any time or from time
to time, to extend the Subsequent Offering Period, not beyond a total of 20
business days, by giving oral or written notice of such extension to the
Depositary. Consistent with applicable rules and regulations of the SEC,
Purchaser may not accept Shares for payment upon expiration of the Offer while
any condition to the Offer remains unsatisfied and unwaived. If there is a
Subsequent Offering Period, all Shares tendered during the Subsequent Offering
Period will be immediately accepted for payment and paid for as they are
tendered.

     Any extension, delay, termination or amendment of the Offer will be
followed as promptly as practicable by public announcement thereof, such
announcement in the case of an extension to be issued no later than 9:00 a.m.,
New York City time, on the next business day after the previously scheduled
Expiration Date. Subject to applicable law (including Rules 14d-4(d), 14d-6(c)
and 14e-1 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which requires that any material change in the information published,
sent or given to stockholders in connection with the Offer be promptly
disseminated to stockholders in a manner reasonably designed to inform
stockholders of such change), and without limiting the manner in which Purchaser
may choose to make any public announcement, Purchaser shall have no obligation
to publish, advertise or otherwise communicate any such public announcement
other than by issuing a press release to the Dow Jones News Service.

     Purchaser confirms that if it makes a material change in the terms of the
Offer or the information concerning the Offer, or if it waives a material
condition of the Offer, Purchaser will extend the Offer to the extent required
by Rules 14d-4(d) and 14e-l under the Exchange Act.

     If, during the Offering Period, Purchaser, with the prior written approval
of the Company, decreases the number of Shares sought pursuant to the Offer or
the Common Stock Price, that decrease will be applicable to all holders whose
Shares are accepted for payment pursuant to the Offer, and, if at the time
notice of any decrease is first published, sent or given to holders of such
Shares, the Offer is scheduled to expire at any time earlier than the tenth
business day from and including the date that notice is first so published, sent
or given, the Offer will be extended until the expiration of that ten-business
day period.

     Consummation of the Offer is also conditioned upon expiration or
termination of all waiting periods imposed by the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), European competition laws
and the other conditions set forth in Section 13 of this Offer to Purchase. With
respect to antitrust and competition law matters, see Section 15 of this Offer
to Purchase. Purchaser reserves the right but is not obligated, in accordance
with applicable rules and regulations of the SEC, to waive any or all of those
conditions other than the Minimum Condition. If, by the Expiration Date, any or
all of those conditions have not been satisfied, Purchaser may, in its sole
discretion, and subject, in certain cases, to
                                        4
<PAGE>   13

receiving the consent required pursuant to the Facilities Agreement and the
Investment Agreement, elect to: (i) extend the Offer and, subject to applicable
withdrawal rights, retain all tendered Shares until the expiration of the Offer,
as extended, subject to the terms of the Offer, (ii) waive all of the
unsatisfied conditions (other than the Minimum Condition) and, subject to
complying with applicable rules and regulations of the SEC, accept for payment
all Shares so tendered, or (iii) terminate the Offer and not accept for payment
any Shares and return all tendered Shares to tendering stockholders (subject to
the Company's right to require Purchaser to extend the Offering Period in
certain instances). If Purchaser waives any condition set forth in Section 13 of
this Offer to Purchase, the SEC or its staff may, if the waiver is deemed to
constitute a material change to the information previously provided to the
stockholders, take the position that the Offer must remain open for an
additional period of time and/or that Purchaser must disseminate information
concerning the waiver.

     The Company has provided Purchaser with the Company's stockholder list and
security position listing for the purpose of disseminating the Offer to holders
of Shares. This Offer to Purchase, the related Letter of Transmittal and other
relevant materials will be mailed by Purchaser to record holders of Shares and
will be furnished by Purchaser to brokers, dealers, banks, trust companies and
similar persons whose names, or the names of whose nominees, appear on the
stockholder list or, if applicable, who are listed as participants in a clearing
agency's security position listing, for subsequent transmittal to beneficial
owners of Shares.

2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR THE SHARES.

     Upon the terms and subject to the conditions of the Offer (including the
Offer Conditions set forth in Section 13 of this Offer to Purchase and, if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment), Purchaser will accept for payment, and will pay for, all Shares
validly tendered (and not properly withdrawn in accordance with the procedures
described in Section 4 of this Offer to Purchase) promptly after the expiration
of the Offering Period. Shares will be accepted as soon as practicable after the
later to occur of (i) the Expiration Date and (ii) the satisfaction or waiver of
the Offer Conditions set forth in Section 13 of this Offer to Purchase. Any
determination concerning the satisfaction of the terms and conditions of the
Offer will be in the sole discretion of Purchaser. Purchaser expressly reserves
the right, in its sole discretion, to delay acceptance for payment of, or,
subject to the applicable SEC rules, payment for, Shares in order to comply in
whole or in part with any applicable law. If there is a Subsequent Offering
Period, all Shares tendered during the Subsequent Offering Period will be
immediately accepted for payment and paid for as they are tendered.

     Parent and its affiliates filed a Notification and Report Form with respect
to the Offer under the HSR Act on Friday, March 2, 2001. The waiting period
under the HSR Act with respect to the Offer will expire at 11:59 p.m. New York
City time, on Monday, March 19, 2001, unless that waiting period is earlier
terminated. Either the Antitrust Division of the United States Department of
Justice (the "Antitrust Division") or the United States Federal Trade Commission
(the "FTC") may extend the waiting period by requesting additional information
or documentary material. If there is such a request, the waiting period will
expire at 11:59 p.m., New York City time, on the tenth day after there has been
substantial compliance with the request. Any extension of the waiting period
will delay acceptance of the Shares for payment. Purchaser filed a pre-clearance
notification with German antitrust authorities on March 5, 2001. The review
period imposed in respect of the Offer under German antitrust laws will expire
on April 5, 2001 unless terminated earlier by the German antitrust authorities.
Parent intends to extend the Offering Period if the German antitrust review
period is not terminated by the Expiration Date. See Section 15 of this Offer to
Purchase for additional information concerning the HSR Act and the applicability
of the antitrust laws of the United States, Germany and other foreign
jurisdictions to the Offer.

     For purposes of the Offer, Purchaser will be deemed to have accepted for
payment pursuant to the Offer and thereby purchased, Shares properly tendered
and not subsequently withdrawn as, if and when Purchaser gives oral or written
notice to the Depositary of its acceptance for payment of such Shares. On the
terms and subject to the conditions of the Offer, payment for Shares accepted
for payment pursuant to the Offer will be made by deposit of the purchase price
for those Shares with the Depositary, which will act as agent for the tendering
stockholders for the purpose of receiving payments from Purchaser and
transmitting such payment
                                        5
<PAGE>   14

to the tendering stockholders. UNDER NO CIRCUMSTANCES WILL PURCHASER PAY
INTEREST ON THE COMMON STOCK PRICE REGARDLESS OF ANY EXTENSION OF THE OFFER OR
OF ANY DELAY IN PAYING FOR SHARES. In all cases, payment for Shares accepted for
payment pursuant to the Offer will be made only after timely receipt by the
Depositary of (i) certificates for those Shares (the "Share Certificates") or a
timely Book-Entry Confirmation (as defined below) with respect to those Shares,
(ii) the Letter of Transmittal or a manually signed facsimile of the Letter of
Transmittal, properly completed and duly executed, with any required signature
guarantees, or, in the case of a book-entry transfer, an Agent's Message (as
defined below) and (iii) any other documents required by the Letter of
Transmittal. The price paid to any holder of Shares pursuant to the Offer will
be the highest price per Share paid to any other holder of Shares pursuant to
the Offer.

     Upon the deposit of funds with the Depositary for the purpose of making
payments to tendering stockholders, Purchaser's obligation to pay for Shares
will be satisfied and tendering stockholders must look solely to the Depositary
for payment of amounts owed to them by reason of the acceptance of their Shares
pursuant to the Offer. If, for any reason, acceptance for payment of or payment
for any Shares tendered in response to the Offer is delayed, or Purchaser is
prevented from accepting for payment or paying for Shares which are tendered in
response to the Offer, the Depositary nevertheless may retain, subject to
applicable rules and regulations of the SEC, tendered Shares on behalf of
Purchaser and those Shares may not be withdrawn, except to the extent the
tendering stockholder properly exercises withdrawal rights as described in
Section 4 of this Offer to Purchase.

     If any tendered Shares are not accepted for payment pursuant to the terms
and conditions of the Offer for any reason, or if Share Certificates are
submitted evidencing more Shares than are tendered, Share Certificates
evidencing unpurchased Shares will be returned to the tendering stockholder, or
to such other person as the tendering stockholder shall specify in the Letter of
Transmittal, without expense to the recipient as promptly as practicable
following the expiration or termination of the Offer. In the case of any Shares
delivered by book-entry transfer into the Depositary's account at the Book-Entry
Transfer Facility (as defined below) pursuant to the procedures set forth in
Section 3 of this Offer to Purchase, such Shares will be credited to such
account maintained at the Book-Entry Transfer Facility as the tendering
stockholder shall specify in the Letter of Transmittal, as promptly as
practicable following the expiration or termination of the Offer. If no such
instructions are given with respect to any Shares delivered by book-entry
transfer, any such Shares not tendered or not purchased will be returned by
crediting the account at the Book-Entry Transfer Facility designated in the
Letter of Transmittal as the account from which such Shares were delivered.

     Subject to the provisions of the Merger Agreement, Purchaser reserves the
right to transfer or assign in whole or in part from time to time to one or more
direct or indirect subsidiaries of Parent the right to purchase all or any
portion of the Shares tendered pursuant to the Offer, but any such transfer or
assignment will not relieve Purchaser of its obligations under the Offer and
will in no way prejudice the rights of tendering stockholders to receive payment
for any Shares validly tendered and accepted for payment pursuant to the Offer.

3. PROCEDURE FOR TENDERING SHARES.

     Valid Tender.  To tender Shares pursuant to the Offer, either (i) a Letter
of Transmittal, or a manually signed facsimile of a Letter of Transmittal,
properly completed and duly executed in accordance with the instructions to the
Letter of Transmittal, together with any required signature guarantees and
certificates for the Shares to be tendered, or, in the case of a book-entry
transfer, an Agent's Message (as defined below), and any other required
documents must be received by the Depositary prior to the applicable Expiration
Date, or the expiration of any Subsequent Offering Period, at one of its
addresses set forth on the back cover of this Offer to Purchase, or (ii) the
tendering stockholder must comply with the guaranteed delivery procedures set
forth below.

     Book-Entry Delivery.  The Depositary will establish an account with respect
to the Shares at The Depository Trust Company (the "Book-Entry Transfer
Facility") for purposes of the Offer within two business days after the date of
this Offer to Purchase. Any financial institution that is a participant in the

                                        6
<PAGE>   15

Book-Entry Transfer Facility's systems may make a book-entry transfer of Shares
by causing the Book-Entry Transfer Facility to transfer the Shares into the
Depositary's account in accordance with the Book-Entry Transfer Facility's
procedures for such transfers. However, although delivery of the Shares may be
effected through book-entry transfer, either the Letter of Transmittal or a
manually signed facsimile of the Letter of Transmittal, properly completed and
duly executed, together with any required signature guarantees, or in the case
of a book-entry transfer, an Agent's Message, and any other required documents,
must, in any case, be transmitted to and received by the Depositary at one of
its addresses set forth on the back cover of this Offer to Purchase by the
Expiration Date or the expiration of any Subsequent Offering Period, or the
tendering stockholder must comply with the guaranteed delivery procedures
described below. The confirmation of a book-entry transfer of the Shares into
the Depositary's account at the Book-Entry Transfer Facility as described above
is referred to in this Offer to Purchase as a "Book-Entry Confirmation." The
term "Agent's Message" means a message transmitted by the Book-Entry Transfer
Facility to, and received by, the Depositary and forming a part of a Book-Entry
Confirmation, which states that the Book-Entry Transfer Facility has received an
express acknowledgment from the participant in the Book-Entry Transfer Facility
tendering the Shares which are the subject of such Book-Entry Confirmation, that
such participant has received and agrees to be bound by the terms of the Letter
of Transmittal and that Purchaser may enforce such agreement against the
participant. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN
ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT
CONSTITUTE DELIVERY TO THE DEPOSITARY.

     THE METHOD OF DELIVERY OF ANY SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL
AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY
TRANSFER FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER.
SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY
(INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION).
IF DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT THE STOCKHOLDER USE PROPERLY
INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

     Signature Guarantees.  Except as otherwise provided below, all signatures
on a Letter of Transmittal must be guaranteed by a financial institution that is
a participant in the Security Transfer Agents Medallion Program (most commercial
banks, savings and loan associations and securities brokerage firms are
participants in that Program) or by any other "eligible guarantor institution"
as that term is defined in Rule 17Ad-15 under the Exchange Act (each, an
"Eligible Institution"). Signatures on a Letter of Transmittal need not be
guaranteed (i) if the Letter of Transmittal is signed by the registered holder
(which term, for purposes of this section, includes any participant in the
Book-Entry Transfer Facility's system whose name appears on a security position
listing as the owner of the Shares) of the Shares tendered therewith unless such
registered holder has completed either the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions" on the Letter
of Transmittal or (ii) if such Shares are tendered for the account of an
Eligible Institution. See Instructions 1 and 5 to the Letter of Transmittal. If
the certificates for any Shares are registered in the name of a person other
than the signer of the Letter of Transmittal, or if payment is to be made or
certificates for any Shares not tendered or not accepted for payment are to be
returned to a person other than the registered holder of the certificates
surrendered, then the tendered certificates must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name or names of
the registered holders or owners appear on the Share Certificates, with the
signatures on the certificates or stock powers guaranteed as described above.
See Instructions 1 and 5 to the Letter of Transmittal.

     Guaranteed Delivery.  A stockholder who desires to tender Shares pursuant
to the Offer and whose Share Certificates are not immediately available or who
cannot comply with the procedure for book-entry transfer on a timely basis, or
who cannot deliver all required documents to the Depositary prior to the
applicable Expiration Date, or the expiration of any Subsequent Offering Period,
may tender such Shares by following all of the procedures set forth below:

          (i) the tender is made by or through an Eligible Institution;

                                        7
<PAGE>   16

          (ii) a properly completed and duly executed Notice of Guaranteed
     Delivery, substantially in the form provided by Purchaser, is received by
     the Depositary, as provided below, prior to the applicable Expiration Date,
     or the expiration of any Subsequent Offering Period; and

          (iii) the certificates for all tendered Shares, in proper form for
     transfer (or a Book-Entry Confirmation with respect to all such tendered
     Shares), together with a properly completed and duly executed Letter of
     Transmittal (or a manually signed facsimile thereof), with any required
     signature guarantees (or, in the case of a book-entry transfer, an Agent's
     Message in lieu of the Letter of Transmittal), and any other required
     documents, are received by the Depositary within three trading days after
     the date of execution of such Notice of Guaranteed Delivery. A "trading
     day" is any day on which the Nasdaq National Market (the "Nasdaq") is open
     for business.

     The Notice of Guaranteed Delivery may be delivered by hand, transmitted by
facsimile or mailed to the Depositary and must include a guarantee by an
Eligible Institution in the form set forth in such Notice of Guaranteed
Delivery.

     In all cases, Shares will not be deemed validly tendered unless a properly
completed and duly executed Letter of Transmittal (or a facsimile thereof) or,
in the case of a book-entry transfer, an Agent's Message in lieu of the Letter
of Transmittal is received by the Depositary.

     Other Requirements.  No alternative, conditional or contingent tenders will
be accepted, and no fractional Shares will be purchased. All tendering
stockholders, by executing the Letter of Transmittal (or a manually signed
facsimile thereof) waive any right to receive any notice of acceptance of their
Shares for payment. Notwithstanding any other provision of this document,
payment for the Shares accepted for payment pursuant to the Offer will in all
cases be made only after timely receipt by the Depositary of the instruments and
documents referred to in Section 2 of this Offer to Purchase.

     Tender Constitutes an Agreement.  The valid tender of any Shares pursuant
to one of the procedures described above will constitute a binding agreement
between the tendering stockholder and Purchaser upon the terms and subject to
the conditions of the Offer.

     Appointment.  By executing a Letter of Transmittal as set forth above, the
tendering stockholder will irrevocably appoint Purchaser, its officers,
directors and other designees as the stockholder's attorneys-in-fact and proxies
in the manner set forth in the Letter of Transmittal, each with full power of
substitution, to the full extent of the stockholder's rights with respect to the
Shares tendered by the stockholder and accepted for payment by Purchaser and
with respect to any and all cash and non-cash dividends, distributions, rights,
and other shares of Company Common Stock or other securities issued or issuable
in respect of such Shares on or after February 22, 2001 (collectively,
"Distributions"). All such proxies will be considered coupled with an interest
in the tendered Shares. Such appointment will be effective when, and only to the
extent that, Purchaser accepts such Shares for payment pursuant to the Offer.
All such powers of attorney and proxies will be irrevocable and will be deemed
granted in consideration of the acceptance for payment by Purchaser of the
Shares tendered in accordance with the terms of the Offer. Upon the
effectiveness of such appointment, all prior powers of attorney, proxies and
consents given by the stockholder will be revoked, and no subsequent powers of
attorney, proxies and consents may be given (and, if given, will not be deemed
effective). Purchaser's designees will be empowered to exercise all voting and
other rights of the stockholder with respect to the tendered Shares (and any and
all Distributions in respect of those Shares) as those designees, in their sole
discretion, may deem proper at any annual or special meeting of the stockholders
of the Company or any adjournment or postponement thereof, actions by written
consent in lieu of any such meeting or otherwise. Purchaser reserves the right
to require that, in order for any Shares to be deemed validly tendered,
immediately upon Purchaser's acceptance for payment of those Shares, Purchaser
must be able to exercise full voting, consent and other rights with respect to
those Shares (and any and all Distributions in respect of those Shares).

     Determination of Validity.  All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of any tender of the
Shares will be determined by Purchaser in its sole discretion, which
determination will be final and binding. Purchaser reserves the absolute right
to reject any and all tenders

                                        8
<PAGE>   17

determined by it not to be in proper form or the acceptance for payment of or
payment for which may, in the opinion of Purchaser's counsel, be unlawful.
Purchaser also reserves the absolute right to waive any defect or irregularity
in the tender of any Shares by any particular stockholder whether or not similar
defects or irregularities are waived in the case of other stockholders. No
tender of any Shares will be deemed to have been validly made until all defects
and irregularities relating thereto have been cured or waived. None of Parent,
Inveresk Canada, Purchaser, the Depositary, the Information Agent, the Dealer
Manager or any other person will be under any duty to give notification of any
defects or irregularities in tenders or incur any liability for failure to give
any such notification. Purchaser's interpretation of the terms and conditions of
the Offer (including the Letter of Transmittal and Instructions thereto) will be
final and binding.

     Backup Withholding.  In order to avoid "backup withholding" of Federal
income tax on payments of cash pursuant to the Offer, a stockholder surrendering
Shares pursuant to the Offer must, unless an exemption applies, provide the
Depositary with such stockholder's correct taxpayer identification number
("TIN") on a Substitute Form W-9 and certify under penalties of perjury that
such TIN is correct and that such stockholder is not subject to backup
withholding. If a tendering stockholder does not provide such stockholder's
correct TIN or fails to provide the certifications described above, the Internal
Revenue Service (the "IRS") may impose a penalty on such stockholder and payment
of cash to such stockholder pursuant to the Offer may be subject to backup
withholding of 31%. All stockholders surrendering Shares pursuant to the Offer
should complete and sign the main signature form and the Substitute Form W-9
included as part of the Letter of Transmittal to provide the information and
certification necessary to avoid backup withholding (unless an applicable
exemption exists and is proved in a manner satisfactory to Purchaser and the
Depositary). Certain stockholders (including, among others, all corporations and
certain foreign individuals and entities) are not subject to backup withholding.
Non corporate foreign stockholders should complete and sign the main signature
form and a Form W-8, Certificate of Foreign Status, a copy of which may be
obtained from the Depositary, in order to avoid backup withholding. See
Instruction 8 to the Letter of Transmittal.

4. RIGHTS OF WITHDRAWAL.

     Tenders of the Shares made pursuant to the Offer are irrevocable except
that Shares tendered pursuant to the Offer may be withdrawn at any time prior to
the expiration of the Offering Period and, unless theretofore accepted for
payment by Purchaser pursuant to the Offer, also may be withdrawn at any time
after May 4, 2001. There will be no withdrawal rights during any Subsequent
Offering Period for any Shares tendered during the Subsequent Offering Period.

     For a withdrawal of Shares tendered pursuant to the Offer to be effective,
written facsimile transmission notice of withdrawal must be timely received by
the Depositary at one of its addresses set forth on the back cover of this Offer
to Purchase. Any such notice of withdrawal must specify the name of the person
having tendered the Shares to be withdrawn, the number of Shares to be withdrawn
and the names in which the certificate(s) evidencing the Shares to be withdrawn
are registered, if different from that of the person who tendered the Shares.
The signature(s) on the notice of withdrawal must be guaranteed by an Eligible
Institution, unless the Shares have been tendered for the account of an Eligible
Institution. If Shares have been delivered pursuant to the procedures for
book-entry transfer as set forth in Section 3 of this Offer to Purchase, any
notice of withdrawal must specify the name and number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn Shares and
otherwise comply with the Book-Entry Transfer Facility's procedures. If
certificates evidencing Shares to be withdrawn have been delivered or otherwise
identified to the Depositary, the name of the registered holder and the serial
numbers of the particular certificates evidencing the Shares to be withdrawn
must also be furnished to the Depositary as aforesaid prior to the physical
release of such certificates.

     All questions as to the form and validity (including time of receipt) of
any notice of withdrawal will be determined by Purchaser, in its sole
discretion, which determination shall be final and binding. None of Parent,
Inveresk Canada, Purchaser, the Dealer Manager, the Depositary, the Information
Agent, or any other person will be under any duty to give notification of any
defects or irregularities in any notice of withdrawal or incur any liability for
failure to give such notification. Withdrawals of tendered Shares may not be
rescinded, and any Shares properly withdrawn will be deemed not to have been
validly tendered for purposes of the Offer.
                                        9
<PAGE>   18

Withdrawn Shares may, however, be re-tendered by following one of the procedures
described in Section 3 of this Offer to Purchase at any time prior to the
applicable Expiration Date or prior to the expiration of any Subsequent Offering
Period.

     If Purchaser extends the Offer, is delayed in its acceptance for payment of
any Shares, or is unable to accept for payment any Shares pursuant to the Offer,
for any reason, then, without prejudice to Purchaser's rights under this Offer,
the Depositary may, nevertheless, on behalf of Purchaser, retain tendered
Shares, but those Shares may be withdrawn to the extent that tendering
stockholders are entitled to withdrawal rights as set forth in this Section 4.

5. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE OFFER.

     Sales of the Shares pursuant to the Offer and the exchange of the Shares
for cash pursuant to the Merger will be taxable transactions for Federal income
tax purposes and also may be taxable under applicable state, local and other tax
laws. For Federal income tax purposes, a stockholder whose Shares are purchased
pursuant to the Offer or who receives cash as a result of the Merger will
realize gain or loss equal to the difference between the stockholder's adjusted
basis in the Shares tendered or exchanged and the amount of cash received for
those Shares. Such gain or loss will be capital gain or loss if the Shares are
held as capital assets by the stockholder. Long-term capital gains of
non-corporate stockholders generally are subject to a maximum tax rate of 20% in
respect of property held for more than one year.

     The income tax discussion set forth above is included for general
information only and may not be applicable to stockholders in special situations
such as stockholders who received their Shares upon the exercise of stock
options or otherwise as compensation and stockholders who are not United States
persons. Stockholders should consult their own tax advisors with respect to the
specific tax consequences to them of the Offer and the Merger, including the
application and effect of Federal, state, local, foreign or other tax laws and
of changes in such tax laws.

     See Section 3 of this Offer to Purchase for a discussion of backup
withholding of Federal income tax payments.

6. PRICE RANGE OF THE SHARES; DIVIDENDS.

     The Shares are listed on the Nasdaq National Market under the symbol
"CCRO". The following table sets forth, for the calendar quarters indicated, the
high and low closing sales prices for the Shares on the Nasdaq National Market
based on public sources:

<TABLE>
<CAPTION>
                                                               SALES PRICE
                                                              -------------
                                                              HIGH     LOW
                                                              -----   -----
<S>                                                           <C>     <C>
CALENDAR YEAR
1999:
  First Quarter.............................................  $6.56   $3.56
  Second Quarter............................................   6.25    4.19
  Third Quarter.............................................   6.69    4.88
  Fourth Quarter............................................   5.38    3.19
2000:
  First Quarter.............................................  $4.88   $3.19
  Second Quarter............................................   3.88    2.75
  Third Quarter.............................................   5.38    3.00
  Fourth Quarter............................................   5.75    4.88
2001:
  First Quarter (through March 2, 2001).....................   6.50    5.13
</TABLE>

     On February 22, 2001, the last full trading day prior to the public
announcement of the terms of the Offer and the Merger, the reported closing
price on the Nasdaq National Market was $5.25 per Share. On March 2,

                                        10
<PAGE>   19

2001, the last full trading day prior to commencement of the Offer, the reported
closing price on the Nasdaq National Market was $5.88 per Share. Stockholders
are advised to obtain a current market quotation for the Shares.

     According to the Company's publicly available documentation and filings
with the SEC, the Company did not declare or pay any cash dividends during any
of the periods indicated in the above table. In addition, under the terms of the
Merger Agreement, the Company is not permitted to declare or pay dividends with
respect to the Shares without the prior written consent of Parent, and Parent
does not intend to consent to any such declaration or payment. See Section 11 of
this Offer to Purchase.

7. EFFECT OF THE OFFER ON THE MARKET FOR THE SHARES; STOCK QUOTATION, MARGIN
   REGULATIONS AND EXCHANGE ACT REGISTRATION.

     Market for the Shares.  The purchase of any Shares by Purchaser pursuant to
the Offer will reduce the number of Shares that might otherwise trade publicly
and may reduce the number of holders of the Shares, which could adversely affect
the liquidity and market value of the remaining Shares held by the public.

     Stock Quotation.  The Shares are included for quotation on the Nasdaq
National Market (the top tier of the Nasdaq Stock Market) under the symbol
"CCRO." After consummation of the Offer and depending upon the aggregate market
value and the per share price of any Shares not purchased pursuant to the Offer,
the Shares may no longer meet the standards of the National Association of
Securities Dealers, Inc. (the "NASD") for continued listing on the Nasdaq
National Market. The requirements for continued listing on the Nasdaq National
Market include, among others, the requirement that the number of publicly held
shares (excluding shares held by officers, directors or other beneficial owners
of 10% or more of the shares ("Nasdaq Excluded Holdings")) is at least 750,000,
that there are at least 400 stockholders (holding round lots of 100 shares or
more), that the aggregate market value of publicly held Shares (excluding Nasdaq
Excluded Holdings) is at least $5 million and that there be at least two market
makers for the shares. If these standards are not met, the Shares might
nevertheless continue to be eligible for listing on the Nasdaq SmallCap Market;
however, if the number of holders of round lots of Shares falls below 300, or if
the number of publicly held Shares (excluding Nasdaq Excluded Holdings) falls
below 500,000, or if there are not at least two market makers for Shares, the
NASD's rules provide that the Shares no longer would be in compliance with the
continued listing requirements of the Nasdaq SmallCap Market. According to
information furnished to Purchaser by the Company, as of the close of business
on February 28, 2001, there were approximately 189 holders of record of Shares,
not including beneficial holders of any Shares held in street name, and there
were 18,402,852 Shares outstanding.

     If the Shares no longer meet the NASD's requirements for continued listing
on the Nasdaq National Market or on any other tier of the Nasdaq Stock Market,
and the Shares are no longer listed on any tier of the Nasdaq Stock Market, the
trading market for the Shares could be adversely affected. It is possible that
the Shares would be traded or quoted on other securities exchanges or in the
over-the counter market, and that price quotations would be reported by those
exchanges or other sources. The extent of the public market for the Shares and
the availability of such quotations would, however, depend upon the number of
stockholders and/or the aggregate market value of the Shares remaining at that
time, the interest in maintaining a market in the Shares on the part of
securities brokerage firms, the possible termination of registration of the
Shares under the Exchange Act and other factors. Purchaser cannot predict
whether the reduction in the number of Shares that might otherwise trade
publicly would have an adverse or beneficial effect on the market price for, or
marketability of, the Shares or whether it would cause future market prices to
be greater or lesser than the Common Stock Price.

     Margin Regulations.  The Shares are presently "margin securities" under the
regulations of the Board of Governors of the Federal Reserve Board (the "Federal
Reserve Board"), which has the effect, among other things, of allowing brokers
to extend credit on the collateral of the Shares. Depending upon factors similar
to those described above regarding listing and market quotations, the Shares
might no longer qualify as "margin securities" for the purposes of the Federal
Reserve Board's margin regulations, in which event the Shares would be
ineligible to be used as collateral for margin loans made by brokers.

                                        11
<PAGE>   20

     Exchange Act Registration.  The Shares are currently registered under the
Exchange Act. That registration may be terminated by the Company upon
application to the SEC if the outstanding Shares are not listed on a national
securities exchange and if there are fewer than 300 holders of record of the
Shares. Termination of registration of the Shares under the Exchange Act would
reduce the information required to be furnished by the Company to its
stockholders and to the SEC and would make certain provisions of the Exchange
Act, such as the short-swing profit recovery provisions of Section 16(b) and the
requirement to furnish a proxy statement in connection with stockholders'
meetings pursuant to Section 14(a) and the related requirement to furnish an
annual report to stockholders, no longer applicable with respect to the Shares.
Furthermore, the ability of "affiliates" of the Company and persons holding
"restricted securities" of the Company to dispose of such securities pursuant to
Rule 144 under the Securities Act of 1933, as amended, may be impaired or
eliminated. If registration of the Shares under the Exchange Act were
terminated, the Shares no longer would be eligible for listing on any tier of
the Nasdaq Stock Market or for continued inclusion on the Federal Reserve
Board's list of "margin securities". Purchaser intends to seek to cause the
Company to apply for termination of registration of the Shares as soon as
possible after consummation of the Offer if the requirements for termination of
registration are met. If registration of the Shares is not terminated before the
Merger, the registration of the Shares under the Exchange Act and the listing of
the Shares on the Nasdaq National Market will be terminated following the
completion of the Merger.

8. CERTAIN INFORMATION CONCERNING THE COMPANY.

     The Company is a Delaware corporation with its principal executive offices
located at 11000 Weston Parkway, Suite 100, Cary, North Carolina 27513. Its main
telephone number is (919) 460-9005.

     The Company is a full service global contract research organization serving
the pharmaceutical, biotechnology and medical device industries. The Company
provides both clinical and pre-clinical services. Clinical services consist of
designing, monitoring, and managing trials of new pharmaceutical and
biotechnology products on humans, and providing clinical data management,
biostatistical, product registration, and pharmacoeconomic services.
Pre-clinical services are comprised of designing and conducting trials of new
pharmaceutical and biotechnology products based primarily upon animal models to
produce data required to assess and evaluate efficacy in and potential risks to
humans. The Company's headquarters and U.S. clinical operations are located near
Research Triangle Park, North Carolina. Additional facilities and offices are
located in Maidenhead, England; Glasgow, Scotland; Brussels, Belgium; Paris,
France; Melbourne, Australia; Tel Aviv, Israel; Milan, Italy; Warsaw, Poland;
Munich, Germany; Madrid, Spain; and Montreal, Canada.

     The following selected consolidated financial data relating to the Company
and its subsidiaries have been taken or derived from the audited financial
statements contained in the Company's Annual Reports on Form 10-K for the fiscal
years ended December 31, 1999 and December 31, 1998 (the "Company 10-Ks") and
the unaudited financial statements contained in the Company's Quarterly Reports
on Form 10-Q for the fiscal quarter ended September 30, 2000 (the "Company
10-Q"), each as filed with the SEC pursuant to the Exchange Act. More
comprehensive financial information is included in the Company 10-Ks and the
Company l0-Q (including in each case a section containing management's
discussion and analysis of financial condition and results of operation) and the
other documents filed by the Company with the SEC, and the following summary is
qualified in its entirety by reference to those reports and other documents and
all of the financial information and notes contained in those reports and
documents. Copies of those reports and other documents may be examined at or
obtained from the SEC (including through the SEC's website) and the Nasdaq Stock
Market in the manner described below under "Available Information".

                                        12
<PAGE>   21

                            CLINTRIALS RESEARCH INC.

                  SELECTED CONSOLIDATED FINANCIAL INFORMATION
                     (in thousands, except per share data)

<TABLE>
<CAPTION>
                                            NINE MONTHS     NINE MONTHS
                                               ENDED           ENDED          YEAR ENDED DECEMBER 31,
                                           SEPTEMBER 30,   SEPTEMBER 30,   ------------------------------
                                               2000            1999          1999       1998       1997
                                           -------------   -------------   --------   --------   --------
                                            (UNAUDITED)     (UNAUDITED)
<S>                                        <C>             <C>             <C>        <C>        <C>
INCOME STATEMENT DATA:
Revenue:
  Service Revenue........................    $ 86,977        $ 88,076      $113,892   $109,254   $125,687
  Less: Subcontractor costs..............     (11,664)        (15,442)      (16,961)   (19,563)   (22,697)
Net Service revenue......................      75,313          72,634        96,931     89,691    102,990
                                             --------        --------      --------   --------   --------
Total Costs and Expenses.................      80,373          75,468       103,529    113,861     114396
                                             --------        --------      --------   --------   --------
Income (Loss) before Income Taxes........      (5,060)         (2,834)       (5,697)   (23,358)   (10,202)
Provision (Benefit) for Income Taxes.....       1,721             913         1,348     (1,226)    (3,806)
                                             --------        --------      --------   --------   --------
Net Income (Loss)........................    $ (6,781)       $ (3,747)     $ (7,045)  $(22,132)  $ (6,396)
                                             ========        ========      ========   ========   ========
Earnings (Loss) per Share:...............
Basic....................................    $  (0.37)       $  (0.21)     $  (0.39)  $  (1.22)  $  (0.35)
                                             ========        ========      ========   ========   ========
Diluted..................................    $  (0.37)       $  (0.21)     $  (0.39)  $  (1.22)  $  (0.35)
                                             ========        ========      ========   ========   ========
BALANCE SHEET DATA (AT PERIOD END):
Total Current Assets.....................    $ 44,164        $ 42,184      $ 42,184   $ 47,090   $ 71,148
                                             ========        ========      ========   ========   ========
Total Assets.............................    $114,120        $116,404      $116,404   $123,096   $144,979
                                             ========        ========      ========   ========   ========
Total Current Liabilities................    $ 32,094        $ 25,873      $ 25,873   $ 29,864   $ 26,507
Total Stockholders' Equity...............      75,290          85,168        85,168     89,556    115,778
                                             ========        ========      ========   ========   ========
Total Liabilities and Stockholders'
  Equity.................................    $114,120        $116,404      $116,404   $123,096   $144,979
                                             ========        ========      ========   ========   ========
</TABLE>

     Except as otherwise set forth in this Offer to Purchase, the information
concerning the Company contained in this Offer to Purchase has been taken from
or based upon publicly available documents and records on file with the SEC and
other public sources and is qualified in its entirety by reference to those
documents and records. None of Parent, Inveresk Canada, Purchaser or the Dealer
Manager take responsibility for the accuracy or completeness of the information
contained in such documents and records, or for any failure by the Company to
disclose events which may have occurred or may affect the significance or
accuracy of any such information but which are unknown to the Parent, Inveresk
Canada, Purchaser or the Dealer Manager.

     Other Financial Information.  During the course of the discussions and
exchange of information between Parent and the Company that led to the execution
of the Merger Agreement, the Company provided Parent and its financial advisors
with certain information about the Company and its financial performance which
is not publicly available. The information provided included, among other
things, the following forecasts of the Company's consolidated net service
revenue and net income (loss), respectively: in 2000, $105,175,000 and
($4,483,000); and in 2001, $118,515,000 and $6,077,000.

     The Company has advised Parent, Inveresk Canada and Purchaser that it does
not as a matter of course make public any projections as to future performance
or earnings, and the aforementioned projections are included in this Offer to
Purchase solely because such information was provided to Parent and its
financial advisors during the course of Parent's evaluation of the Company.
Parent did not rely on such information in its valuation of the Company. The
projections were not prepared with a view to public disclosure or compliance
with the published guidelines of the SEC or the guidelines established by the
American Institute

                                        13
<PAGE>   22

of Certified Public Accountants regarding projections or forecasts. The Company
has advised Parent and Purchaser that (i) its internal operating projections
are, in general, prepared solely for internal use and capital budgeting and
other management decisions and are subjective in many respects and thus
susceptible to various interpretations and periodic revision based on actual
experience and business developments and (ii) the projections were based on a
number of internal assumptions with respect to industry performance, general
business, economic, market and financial conditions and other matters that are
inherently subject to significant economic and competitive uncertainties, all of
which are difficult to predict and some of which are beyond the control of the
Company. Accordingly, there can be no assurance, and no representation or
warranty is or has been made by any of Parent, Inveresk Canada, Purchaser or any
of their representatives that actual results will not vary materially from those
described above. The foregoing information is forward-looking in nature and
inherently subject to significant uncertainties and contingencies, including
industry performance, general business and economic conditions, currency
exchange rates, customer requirements, competition, adverse changes in
applicable laws, regulations or rules governing environmental, tax and
accounting matters and other matters. The inclusion of this information should
not be regarded as an indication that the Company, Parent, Inveresk Canada,
Purchaser or anyone who received this information then considered, or now
considers, it a reliable prediction of future events, and this information
should not be relied on as such. None of Parent, Inveresk Canada or Purchaser
assumes any responsibility for the validity, reasonableness, accuracy or
completeness of the projections described above. None of the Company, Parent,
Inveresk Canada, Purchaser or any of their respective financial advisors or the
Dealer Manager intends to, and each of them disclaims any obligation to, update,
revise or correct such projections if they are or become inaccurate (even in the
short term). The projections have not been adjusted to reflect the effects of
the Offer or the Merger.

     Available Information.  The Company is subject to the informational and
reporting requirements of the Exchange Act and in accordance therewith is
required to file reports and other information with the SEC relating to its
business, financial condition and other matters. Information, as of particular
dates, concerning the Company's directors and officers, their remuneration,
stock options granted to them, the principal holders of the Company's
securities, any material interests of those persons in transactions with the
Company and other matters is required to be disclosed in proxy statements
distributed to the Company's stockholders and filed with the SEC. Those reports,
proxy statements and other information should be available for inspection at the
public reference room at the SEC's offices at 450 Fifth Street, NW., Washington,
D.C., 20549 and also should be available for inspection and copying at the
regional offices of the SEC located at Seven World Trade Center, 13th Floor, New
York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60611. Copies may be obtained, by mail, upon payment of the
SEC's customary charges, by writing to its principal office at 450 Fifth Street,
N.W., Judiciary Plaza, Washington, D.C. 20549 and can be obtained electronically
on the SEC's Website at http://www.sec.gov. The same material also should be
available for inspection at the library of the Nasdaq National Market System,
1735 K Street, N.W., Washington, D.C. 20006.

9. CERTAIN INFORMATION CONCERNING CANDOVER INVESTMENTS PLC, CANDOVER PARTNERS
   LTD., CANDOVER 1997 FUND, PARENT, INVERESK CANADA AND PURCHASER.

     Candover Investments plc ("Candover Investments") is a UK public limited
company with its principal executive offices at 20 Old Bailey, London EC4M 7LN,
England. Candover Investments is an investment trust which is listed on the
London Stock Exchange. Candover Investments is the ultimate holding company of
Candover Partners Ltd., the general partner of the limited partnerships that
make up the Candover 1997 Fund.

     Candover Partners Ltd. ("Candover Partners") is a UK limited company with
its principal executive offices at 20 Old Bailey, London EC4M 7LN, England.
Candover Partners acts as the general partner of three of Candover Investments'
investment funds and is the general partner of the limited partnerships that
make up the Candover 1997 Fund.

     Candover 1997 Fund (the "1997 Fund") is managed by Candover Partners Ltd.,
its general partner. The 1997 Fund, which is made up of a number of limited
partnerships, was established to invest in larger buyouts

                                        14
<PAGE>   23

in the UK and Western Europe. The 1997 Fund owns 71.39% of Parent's ordinary
share capital, a further 8.57% being held by Candover Investments.

     Parent is a corporation organized under the laws of Scotland, with its
principal executive offices at Elphinstone Research Centre, Tranent, East
Lothian, EH33 2NE, Scotland. The telephone number of Parent at such location is
44-1875-614-545. Parent's principal business is providing pre-clinical, clinical
and regulatory affairs services on a global basis to the human and veterinary
pharmaceutical industries.

     Inveresk Canada is a corporation organized under the laws of Canada, formed
in order to enter into the transactions which are the subject of the Merger
Agreement (including the Offer and the Merger). The principal executive offices
of Inveresk Canada are located at c/o Inveresk Research Group Limited,
Elphinstone Research Centre, Tranent, East Lothian, EH33 2NE, Scotland. Inveresk
Canada is a direct wholly owned subsidiary of Parent, does not have any
significant assets or liabilities and has not engaged in activities other than
those incident to its formation and capitalization and the preparation of the
Offer and the Merger.

     Purchaser is a Delaware corporation organized in order to enter into the
transactions which are the subject of the Merger Agreement (including the Offer
and the Merger). The principal executive offices of Purchaser are located at c/o
Inveresk Research Group Limited, Elphinstone Research Centre, Tranent, East
Lothian, EH33 2NE, Scotland. Purchaser is a wholly owned subsidiary of Inveresk
Canada. Purchaser does not have any significant assets or liabilities and has
not engaged in activities other than those incident to its formation and
capitalization, its execution of the Merger Agreement and the preparation of the
Offer and the Merger.

     Other Information Regarding Candover Investments, Candover Partners, the
1997 Fund, Parent, Inveresk Canada and Purchaser.  The name, citizenship,
business address, business telephone number, current principal occupation
(including the name, principal business and address of the organization in which
such occupation is conducted) and material positions held during the past five
years of each of the directors and executive officers of Candover Investments,
Parent, Inveresk Canada and Purchaser are set forth in Schedule A to this Offer
to Purchase.

     Pursuant to the Stockholders Agreement, Parent and Purchaser may be deemed
to beneficially own 3,805,655 Shares constituting approximately 21% of the total
outstanding Shares as of February 22, 2001. See Section 11 of this Offer to
Purchase. Each of Purchaser and Parent disclaims beneficial ownership of such
Shares. Except as set forth in this Offer to Purchase, none of Candover
Investments, Candover Partners, the 1997 Fund, Parent, Inveresk Canada or
Purchaser, or, to the best of their knowledge, any of the persons listed in
Schedule A hereto nor any associate or majority-owned subsidiary of any of the
foregoing, beneficially owns or has a right to acquire any Shares or has engaged
in any transactions in the Shares in the past 60 days. Except as set forth in
this Offer to Purchase, none of Candover Investments, Candover Partners, the
1997 Fund, Parent, Inveresk Canada or Purchaser has purchased any Shares during
the past two years.

     Except as set forth in Section 10 of this Offer to Purchase, there have
been no negotiations, transactions or material contacts between Candover
Investments, Candover Partners, the 1997 Fund, Parent, Inveresk Canada or
Purchaser, or, to the best of their knowledge, any of the persons listed in
Schedule A hereto, on the one hand, and the Company or its affiliates, on the
other hand, concerning a merger, consolidation or acquisition, a tender offer or
other acquisition of securities, an election of directors, or a sale or other
transfer of a material amount of assets. Except as described in Section 10 of
this Offer to Purchase, none of Candover Investments, Candover Partners, the
1997 Fund, Parent, Inveresk Canada or Purchaser, or, to the best of their
knowledge, any of the persons listed in Schedule A hereto, has had any
transaction with the Company or any of its executive officers, directors or
affiliates that would require disclosure under the rules and regulations of the
SEC applicable to the Offer.

10. BACKGROUND OF THE OFFER; CONTACTS WITH THE COMPANY.

     Parent operates in the same industry segment as the Company, and
accordingly Parent and its affiliates have been generally aware of the Company
and its business activities for some time. Various members of

                                        15
<PAGE>   24

Parent's management and its representatives also have, from time to time, had
contact in a business setting with the Company's officers and employees at
industry related conferences and otherwise. Except as set forth below, however,
in the past two years, none of Candover Investments, Candover Partners, the 1997
Fund, Parent, Inveresk Canada or Purchaser entered into any contracts,
agreements or other business dealings with the Company or had any dealings with
the Company relating to a business combination or similar transaction.

     On August 16, 2000, the Company announced that it had retained ING Barings
as its investment banking firm in connection with the review of financial and
strategic alternatives. Following that announcement, and after analyzing the
potential benefits of a combination with the Company, Parent directed
representatives of Bear, Stearns & Co. Inc. ("Bear Stearns") to obtain
additional information and to arrange a meeting with the Company's management.

     On September 8, 2000, representatives of ING Barings spoke by telephone to
representatives of Bear Stearns. Bear Stearns advised ING Barings of the
potential interest of Parent in a business combination with the Company.

     On September 26, 2000, the Company and Parent entered into a
confidentiality agreement on customary terms that would permit Parent to obtain
confidential information in order to evaluate a potential transaction with the
Company. Also on September 26, 2000, in New York City, Paul Ottaviano, Chief
Executive Officer of the Company, and Colin Neill, Senior Vice President and
Chief Financial Officer of the Company, along with representatives of ING
Barings, met with Dr. Walter Nimmo, Chief Executive Officer of Parent, Alastair
McEwan, Head of Corporate Development of Parent, and representatives of Bear
Stearns to discuss the operations and financial performance of the Company, the
potential strategic advantages of combining the operations of the Company and
Parent, the complementary nature of their respective businesses and the other
potential advantages of a business combination.

     In late September and early October 2000, various members of senior
management of Parent and the Company had a series of telephone calls to further
discuss the operations of the Company and the merits of a business combination
of the Company and Parent. On October 9, 2000, Bear Stearns confirmed to ING
Barings by telephone that Parent was interested in pursuing a potential
strategic transaction with the Company and wished to conduct further due
diligence on the Company's operations. Bear Stearns indicated that Parent would
be willing to purchase all of the outstanding Shares of the Company for between
$5.25 and $5.50 per Share in cash, subject to the Company agreeing to a period
of exclusivity during which it would deal only with Parent while Parent
completed its due diligence review of the Company and obtained the necessary
financing commitments to enable Parent to consummate a transaction. Following
consultation with the Company's Board, ING Barings informed Bear Stearns that
its indicated price range was insufficient to grant exclusivity to Parent.

     On October 23 and 24, 2000, Mr. McEwan and representatives of Bear Stearns
visited the Company's facilities in Montreal, Canada and Research Triangle,
North Carolina. On November 1, 2000, Mr. McEwan and representatives of Parent's
financial advisor visited the Company's facilities in Maidenhead, England.

     On November 3, 2000, certain members of Parent's management met with the
Board of Directors of Parent (the "Parent Board") to discuss the merits of a
possible acquisition of the Company. After discussing a presentation made by
Parent's management, the Parent Board authorized its management team to proceed
with negotiations for an acquisition of or other business combination with the
Company.

     During the period from November 15, 2000 through November 22, 2000,
representatives of Parent and Bear Stearns had various discussions with
representatives of the Company and ING Barings. During this same period, Parent
indicated that it was willing to pursue a business combination in which the
Company's stockholders would receive $5.50 per Share. The Company's
representatives told Parent that $5.50 per Share was inadequate. The Company's
Board continued negotiations with Parent from November 22, 2000 through November
27, 2000. On November 22, 2000, Parent delivered a letter to the Company
indicating Parent's interest in pursuing a possible business combination with
the Company in which the Parent would pay $6.00 per Share, subject to the
Company agreeing to a period during which it would deal exclusively with Parent
while Parent completed its due diligence review of the Company and its business
operations and developed a

                                        16
<PAGE>   25

definitive proposal for a business combination. In subsequent discussions,
Parent told the Company that Parent was not willing to dedicate the requisite
resources to this process unless the Company would negotiate with it on the
exclusive basis it had proposed. Prior to November 27, Parent delivered a
non-binding letter from its senior financing sources and had its principal
equity investor contact ING Barings, both indicating support for the proposed
transaction. On November 28, 2000, Parent and the Company entered into a letter
agreement that provided for a period of exclusive dealing as requested by
Parent, subject to a right on the part of the Company to terminate the exclusive
dealing arrangement if, after receipt of an unsolicited competing proposal, the
Company's Board of Directors determined that its fiduciary obligations required
it to do so. The agreement provided that if the Company's Board exercised this
"fiduciary out," or in certain other instances refused to complete the
transactions, the Company would reimburse Parent's expenses, up to a maximum of
$1.0 million. The letter agreement provided that the exclusivity period would
expire on January 15, 2001.

     Between November 29, 2000 and February 21, 2001, Parent and its legal
counsel, financial advisors and accountants continued their due diligence
activities with respect to the Company, and representatives of Parent and Bear
Stearns held various meetings and discussions with representatives of the
Company and ING Barings regarding the status of the proposed transaction.

     On December 29, 2000, Clifford Chance Rogers & Wells LLP, Parent's legal
counsel, circulated an initial draft of the Merger Agreement to the Company and
the Company's legal and financial advisors. On January 6, 2001, representatives
of ING Barings informed representatives of Bear Stearns that the draft Merger
Agreement delivered on December 29, 2000 was preliminary, because, among other
things, the terms of the agreement were subject to the completion of due
diligence and the amount of the proposed termination payment and expense
reimbursement were not included, and should not be used by the Company and
Parent as a basis for negotiation at that time.

     On January 17, 2001, the Company's Board agreed to amend the November 28,
2000 letter agreement to provide that the exclusivity period provided for in the
November 28, 2000 letter agreement (which had expired on January 15, 2001) would
be reinstated and extended until February 5, 2001 in exchange for which the $1.0
million penalty to the Company for not agreeing to complete a transaction under
the terms proposed in the November 28, 2000 letter was eliminated. On January
24, 2001, Parent's legal counsel circulated a new draft of the Merger Agreement.

     On January 27, 2001, Parent was told that the Company's Board had requested
an increase in the price per Share proposed to be paid in the transaction or a
change in the nature of the transaction and had expressed concern about the
amount of time being taken in the negotiation process. On January 27 and January
28, 2001, ING Barings and Bear Stearns discussed the points raised by the
Company's Board. On January 29, 2001, representatives of ING Barings reported to
the Company's Board that Parent had rejected the proposal and that Parent had
requested a face-to-face meeting with the Company.

     On February 1, 2001, representatives of Parent and Parent's financial
advisor met in person with members of the Board of Directors of the Company and
representatives of the Company's financial advisor in Nashville, Tennessee to
discuss the Company's request for a price increase and other issues relating to
the proposed transaction. At the conclusion of the meeting, Parent and the
Company agreed to work toward rapid negotiation of a definitive agreement for a
transaction at $6.00 per Share without further extending the exclusivity period
beyond its scheduled expiration on February 5, 2001. On February 5, 2001, the
extended exclusivity period expired. Subsequently, members of the Company's and
Parent's respective management teams and their respective legal and financial
advisors held telephone conversations and exchanged electronic mail to discuss
the principal terms of the proposed transaction. The principal issues discussed
among the parties during these discussions included the nature and extent of the
parties' representations and warranties, the conditions to the Offer, Parent's
right to extend the Offer, the Company's right to solicit alternative
acquisition proposals, Parent's right to match any competing proposals to
purchase the Company, the commitment of certain of the Company's stockholders to
sell their shares to Parent, the parties' respective rights to terminate the
Merger Agreement, the amount of the termination payment that would be required
of the Company and the circumstances under which the termination payment would
become payable. Concerned about the slow progress of the transaction,
representatives of the Company repeatedly pressed Parent from

                                        17
<PAGE>   26

February 12, 2001 to February 20, 2001 to complete the negotiation process and
threatened to terminate negotiations if rapid progress was not achieved.

     On February 21, 2001, certain members of the Company's Board reviewed the
principal terms of the proposed transaction as then provided in the draft Merger
Agreement. Also, on February 21, 2001, certain members of Parent's management
met with the Parent Board to present the findings of their due diligence
inquiries regarding the possible acquisition of the Company and to seek Parent's
Board's approval to acquire all of the outstanding Shares. After considering the
issues presented by its management, the Parent Board authorized management of
Parent to proceed with the acquisition on substantially the terms negotiated.

     On February 22, 2001, the Company's Board held a special meeting to review
the status of final negotiations with Parent. At the meeting, the Company's
legal counsel and financial advisors updated the Company's Board on the changes
negotiated to the definitive Merger Agreement since the previous day's special
meeting of the Company's Board. Also at this meeting, ING Barings rendered to
the Company's Board its oral opinion (confirmed by delivery of a written opinion
dated February 22, 2001) to the effect that, as of February 22, 2001 and based
on and subject to the assumptions, conditions and limitations stated in its
opinion, the $6.00 per Share cash consideration to be received in the Offer and
the Merger by the holders of Shares was fair, from a financial point of view, to
such holders. Parent was advised that after full discussion of the matters
considered by the Company's Board at that meeting, the Company's Board
unanimously approved the proposed transaction and the Merger Agreement, declared
the Merger Agreement advisable, authorized the executive officers of the Company
to negotiate on behalf of the Company any changes necessary to finalize the
Merger Agreement and the related ancillary documents and determined to recommend
to the Company's stockholders that they accept the Offer, tender their Shares in
the Offer and, if required under the DGCL or the Company's Certificate of
Incorporation or Bylaws, vote to adopt the Merger Agreement.

     On the evening of February 22, 2001, the Company, Parent and Purchaser
executed the Merger Agreement. The Company issued a press release announcing the
transaction before the opening of trading on the Nasdaq National Market on
February 23, 2001.

     On March 5, 2001, Purchaser commenced the Offer.

11. PURPOSE OF THE OFFER; PLANS FOR THE COMPANY; THE MERGER; THE MERGER
    AGREEMENT; THE STOCKHOLDERS AGREEMENT.

     Purpose.  The purpose of the Offer and the Merger is to enable Parent to
acquire control of, and the entire equity interest in, the Company. Parent's
control will be exercised through its wholly owned subsidiary, Inveresk Canada.
The Offer is being made pursuant to the Merger Agreement and is intended to
increase the likelihood that the Merger will be effected. The purpose of the
Merger is to acquire all of the outstanding Shares not purchased pursuant to the
Offer. The Company will, as of the effective time of the Merger, become a direct
wholly owned subsidiary of Inveresk Canada and an indirect wholly owned
subsidiary of Parent.

     Plans for the Company.  Except as disclosed in this Offer to Purchase, none
of Candover Investments, Candover Partners, the 1997 Fund, Parent, Inveresk
Canada or Purchaser has any present plans or proposals that would result in an
extraordinary corporate transaction, such as a merger, reorganization,
liquidation, or sale or transfer of a material amount of assets, involving the
Company or any of its subsidiaries, or any material changes in the Company's
capitalization, corporate structure, business or composition of its management
or the Company's Board of Directors. Parent will continue to evaluate and review
the Company and its business, assets, corporate structure, capitalization,
operations, properties, policies, management and personnel with a view towards
determining how optimally to realize any potential benefits which arise from the
rationalization of the operations of the Company with those of other business
units and subsidiaries of Parent. Such evaluation and review is ongoing and is
not expected to be completed until after the consummation of the Offer and the
Merger. If, as and to the extent that Parent acquires control of the Company,
Parent will complete its evaluation and review of the Company and will determine
what, if any, changes would be desirable in light of the circumstances and the
strategic business environment which then exist. Such changes could include,
among other things, restructuring the Company through changes in the Company's
business, corporate structure, Certificate of Incorporation, Bylaws,
capitalization or management, consolidating and
                                        18
<PAGE>   27

streamlining certain operations and reorganizing other businesses and
operations, or seeking to expand some or all of the Company's business
operations, through acquisitions or otherwise.

     Effective upon the acceptance for payment of and payment for Shares by
Purchaser or any of its affiliates pursuant to the Offer, by the terms of the
Merger Agreement, Parent will be entitled to designate such number of directors
of the Company's Board of Directors as determined by Parent, rounded up to the
next whole number, for election or appointment to the Board of Directors of the
Company as will give Parent, subject to compliance with Section 14(f) of the
Exchange Act, representation on the Board of Directors of the Company equal to
the product of (i) the total number of directors on the Board of Directors of
the Company and (ii) the percentage that the number of Shares beneficially owned
by Purchaser and Parent (including Shares so accepted for payment and purchased)
bears to the number of Shares then outstanding. In furtherance thereof, the
Company has agreed in the Merger Agreement that concurrently with the acceptance
for payment of the tendered Shares, the Company will, upon request of Parent or
Purchaser and in compliance with Section 14(f) of the Exchange Act and Rule
l4f-l promulgated thereunder, promptly take all action necessary to cause the
persons designated by Parent and Purchaser to be elected or appointed to the
Company's Board of Directors, and to the extent necessary will seek and accept
resignations of incumbent directors.

     Purchaser or an affiliate of Purchaser may, following the consummation or
termination of the Offer, seek to acquire additional Shares through open market
purchases, privately negotiated transactions, a tender offer or exchange offer
or otherwise, upon such terms and at such prices as it shall determine, which
may be more or less than the price paid in the Offer. Because the Company's
Board of Directors has approved the Merger Agreement and the transactions
contemplated by the Merger Agreement, including Purchaser's acquisition of the
Shares, Section 203 of the DGCL is inapplicable.

                              THE MERGER AGREEMENT

     The following is a summary of certain provisions of the Merger Agreement.
This summary is not a complete description of the terms and conditions of the
Merger Agreement and is qualified in its entirety by reference to the full text
of the Merger Agreement which is filed with the SEC as an exhibit to the Tender
Offer Statement on Schedule TO filed by Parent, Inveresk Canada and Purchaser
(the "Schedule TO") and is incorporated in this Offer to Purchase by reference.
Capitalized terms not otherwise defined below shall have the meanings set forth
in the Merger Agreement. The Schedule TO and its exhibits, which include a copy
of the Merger Agreement, may be examined, and copies obtained, as set forth in
Section 8 of this Offer to Purchase.

     The Offer.  The Merger Agreement provides that Parent will cause Purchaser
to commence the Offer and that upon the terms and subject to prior satisfaction
or waiver (to the extent permitted to be waived) of the conditions of the Offer,
promptly after expiration of the Offer, Parent will cause Purchaser to accept
for payment, and to pay for, all Shares validly tendered and not withdrawn
pursuant to the Offer that Purchaser is permitted to accept and pay for under
applicable law. The Merger Agreement provides that Purchaser has the right to
modify and make certain changes to the terms and conditions of the Offer as
described above in Section 1 of this Offer to Purchase.

     If Purchaser acquires 90% or more of the outstanding Shares pursuant to the
Offer, it will have the votes necessary under Delaware law to approve the Merger
without a meeting of the Company's stockholders. Under the DGCL, if Purchaser
owns at least 90% of the outstanding Shares, the Merger may be effected without
the vote of, or notice to, the Company's stockholders. Therefore, if at least
approximately 16,562,568 Shares (based on the number of shares outstanding as of
the close of business on February 28, 2001, according to information furnished
to Purchaser by the Company), or such greater number as may be necessary if
options are exercised, are acquired pursuant to the Offer or otherwise,
Purchaser will be able to and intends to effect the Merger without a meeting of
holders of the Shares. The Merger Agreement provides that, as soon as
practicable after the expiration of the Offer, the receipt of any required
approval by the Company's stockholders of the Merger Agreement and the
satisfaction or waiver of certain other conditions, Purchaser will be merged
into the Company. At the Effective Time, each then outstanding Share not owned
by Parent or any subsidiary of Parent or held in treasury by the Company or any
subsidiary of the Company (other than Shares held by stockholders of the Company
who properly exercise dissenters' rights under the applicable
                                        19
<PAGE>   28

provisions of the DGCL) will be converted into the right to receive $6.00 in
cash or any higher price which may be paid for the Shares pursuant to the Offer,
without interest (the "Merger Consideration").

     Vote Required to Approve Merger.  The DGCL requires that the adoption of
any plan of merger or consolidation of the Company must be approved by the
holders of a majority of the Company's outstanding Shares if the "short form"
merger procedure described above is not available. In such case, under the DGCL,
the affirmative vote of holders of a majority of the outstanding Shares
(including any Shares owned by Purchaser) is required to approve the Merger and
to adopt the Merger Agreement. If Purchaser acquires, through the Offer or
otherwise, voting power with respect to at least a majority of the outstanding
Shares (which will be the case if the Minimum Condition is satisfied and
Purchaser accepts for payment, and pays for, Shares tendered pursuant to the
Offer), it will have sufficient voting power to effect the Merger without the
vote of any other stockholder of the Company.

     Conditions to the Merger.  The respective obligations of each party to
effect the Merger are subject to the satisfaction or waiver, where permissible,
at or prior to the Effective Time, of each of the following conditions:

     - if required by the DGCL, the Merger Agreement shall have been duly
       adopted by the requisite affirmative vote of the stockholders of the
       Company in accordance with applicable law and the Certificate of
       Incorporation and Bylaws of the Company;

     - no statute, rule, regulation, executive order, decree, ruling, judgment,
       decision, order or injunction shall have been enacted, entered,
       promulgated, issued or enforced by any court or other Governmental
       Authority which is in effect and has the effect of prohibiting,
       restraining or enjoining the consummation of the Merger; and

     - Purchaser shall have accepted for payment and paid for all Shares duly
       tendered and not subsequently withdrawn pursuant to the Offer.

     Termination of the Merger Agreement.  The Merger Agreement may be
terminated at any time before the Effective Time, whether before or after
approval of the Merger Agreement and the Merger by the stockholders of the
Company (if required by applicable law):

     - by mutual written consent, duly authorized by the Boards of Directors of
       Parent and the Company;

     - by either the Company or Parent if:

        - any statute, rule, regulation, executive order, decree, ruling,
          judgment, decision, order or injunction of or by any court or other
          Governmental Authority of competent jurisdiction which makes the
          consummation of the Merger illegal shall be in effect and shall have
          become final and nonappealable;

        - the Offer (as extended and re-extended) shall have expired without the
          acceptance for payment of Shares; or

        - the purchase of the Shares pursuant to the Offer (as extended and
          re-extended) shall not have occurred on or prior to the close of
          business on May 23, 2001 (the "Outside Date"); unless, in the case of
          any of the clauses relating to this termination right (as described in
          this and the two preceding bullet points), such event has been caused
          by a breach of the Merger Agreement by the party seeking such
          termination;

     - by Parent (the "Parent Competing Offer Termination Right") if, before the
       purchase of Shares pursuant to the Offer, the Board of Directors of the
       Company or any committee thereof shall:

        - have recommended an Acquisition Proposal (as defined under
          "Acquisition Proposal" below) or failed to publicly announce its
          recommendation against an Acquisition Proposal within five business
          days after the first public announcement of the Acquisition Proposal
          or in any announcement or filing made with respect to an Acquisition
          Proposal pursuant to Rule 14d-9 or Rule 14e-2 under the Exchange Act;

                                        20
<PAGE>   29

        - have withdrawn, modified or amended its approval or recommendation of
          the Offer, the Merger Agreement or the Merger or failed to reaffirm
          its approval or recommendation of the Offer or the Merger or the
          adoption of the Merger Agreement promptly upon Parent's reasonable
          request;

        - have executed an agreement in principle or definitive agreement
          relating to an Acquisition Proposal or similar business combination
          with a third party; or

        - have resolved to do any of the foregoing;

     - by Parent (the "Parent Breach Termination Right") if, before the purchase
       of Shares pursuant to the Offer:

        - any of the Company's representations and warranties contained in the
          Merger Agreement shall be inaccurate as of the date of the Merger
          Agreement, or shall have become inaccurate as of a date subsequent to
          the date of the Merger Agreement (as if made on such subsequent date)
          such that the condition set forth in clause (c)(i) of Annex A to the
          Merger Agreement would not be satisfied; or

        - any of the Company's covenants contained in the Merger Agreement shall
          have been breached such that the condition set forth in clause (c)(ii)
          of Annex A to the Merger Agreement would not be satisfied if, in the
          case of this or the preceding clause (as described in this and the
          preceding bullet point), the Company shall have failed to cure such
          breach within ten business days after written notice of the breach;
          provided, however, that if an inaccuracy in the Company's
          representations and warranties or a breach of a covenant by the
          Company is not curable by the Company prior to the Outside Date no
          such notice or opportunity to cure shall be required; or

     - by the Company prior to the acceptance for purchase of Shares pursuant to
       the Offer if:

        - there shall have been a breach in any material respect of any
          representation or warranty in the Merger Agreement of Parent or
          Purchaser;

        - Parent or Purchaser shall have materially breached any covenant or
          agreement contained in the Merger Agreement, which breach, in the case
          of this or the preceding clause (as described in this and the
          preceding bullet point), shall not have been cured prior to ten
          business days following notice of such breach to Parent and Purchaser
          by the Company; or

        - the Board of Directors of the Company or any committee thereof shall,
          subject to the terms of the Merger Agreement, (i) have recommended a
          Superior Proposal (as defined under "Acquisition Proposal" below); or
          (ii) have authorized or permitted the execution of an agreement in
          principle or definitive agreement relating to a Superior Proposal or
          similar business combination with a third party (the "Company
          Competing Offer Termination Right").

     Effect of Termination.  In the event of termination of the Merger Agreement
by either Parent or the Company pursuant to any of the provisions described in
the immediately preceding section, the Merger Agreement will become void and
there will be no liability or further obligation on the part of the Company,
Parent, Purchaser or their respective officers or directors, except for
obligations enumerated below under "Fees and Expenses" and provisions of the
Merger Agreement with respect to confidentiality of non-public data regarding
the Company and the allocation of liability for payment of expenses and fees,
all of which would survive any termination of the Merger Agreement.

     Fees and Expenses.  The Company will be required to pay Parent a
termination payment of $4,000,000 if the Merger Agreement is terminated:

     - by Parent pursuant to its Parent Competing Offer Termination Right;

     - by the Company pursuant to its Company Competing Offer Termination Right;

     - by Parent as a result of exercising its right under the second clause of
       its Parent Breach Termination Right due to a breach by the Company of its
       obligations under the Merger Agreement (x) not to withdraw or modify in
       any manner adverse to Parent its recommendation of the Offer, the Merger
       and
                                        21
<PAGE>   30

       the Merger Agreement to the Company's stockholders and to use its best
       efforts to solicit the acceptance of the Offer and, if required, the
       approval of the Company's stockholders or (y) with respect to Acquisition
       Proposals (as described below);

     - by Parent, Purchaser or the Company for any reason, other than the breach
       of the Merger Agreement by Parent or Purchaser and other than by mutual
       consent, if in addition:

        - at the time of such termination there was pending an Acquisition
          Proposal from one or more third parties; and

        - within one year after the termination of the Merger Agreement, either
          (A) a transaction is consummated with any such third party or any
          affiliate of such third party that results in the stockholders of the
          Company immediately prior to the consummation of such transaction
          owning less than 80% of the total voting power of the Company
          immediately after the consummation of the transaction or in the sale
          of assets representing 50% or more of the consolidated assets or
          revenues of the Company and its subsidiaries or (B) the Company enters
          into a definitive agreement for such a transaction.

     In addition, the Company will be required to pay Parent an amount (not to
exceed $1,000,000 in the aggregate) equal to all out-of-pocket expenses and fees
payable by Parent, Purchaser or any of their affiliates to (i) all banks,
investment banking firms and other financial institutions for providing
financial advice with respect to, or arranging or committing to provide or
providing any financing for, the acquisition of all outstanding Shares in the
Offer and the Merger, and (ii) all lawyers, accountants and other professionals
in respect of services performed in connection with the transactions
contemplated by the Merger Agreement, if the Merger Agreement is terminated by
the Company pursuant to its Company Competing Offer Termination Right or by
Parent:

     - because the purchase of the Shares pursuant to the Offer (as extended and
       re-extended) shall not have occurred on or prior to the close of business
       on the Outside Date;

     - pursuant to its Parent Competing Offer Termination Right.

     - pursuant to its Parent Breach Termination Right.

     Parent will be required to pay the Company an amount (not to exceed
$1,000,000 in the aggregate) equal to all out-of-pocket expenses and fees
payable by the Company to its financial advisor and to all lawyers, accountants
and other professionals in respect of services performed in connection with the
transactions contemplated by the Merger Agreement, if the Merger Agreement is
terminated by the Company:

     - because Parent or Purchaser has materially breached any representation or
       warranty of Parent or Purchaser in the Merger Agreement; or

     - because Parent or Purchaser has materially breached any covenant or
       agreement contained in the Merger Agreement, which breach, in the case of
       this or the preceding clause has not been cured prior to ten business
       days following notice of such breach to Parent and Purchaser by the
       Company.

     Acquisition Proposals.  The Company has agreed that none of the officers or
directors of the Company or any of the Company's Subsidiaries shall, and that it
shall direct and use its reasonable best efforts to cause the Company's and the
Company's subsidiaries' employees, agents and representatives (including any
investment banker, attorney or accountant retained by it or any of the Company's
subsidiaries) not to, directly or indirectly:

     - initiate, solicit, knowingly encourage or facilitate (including by way of
       furnishing information) any inquiries or the making of any proposal or
       offer (including without limitation an offer to stockholders of the
       Company) for a transaction to effect, a merger, reorganization, share
       exchange, consolidation, business combination, recapitalization,
       liquidation, dissolution or similar transaction involving the Company or
       any of the Company's subsidiaries (or a material portion of the stock or
       assets of any of them) or any purchase or sale of any material assets
       (including without limitation stock of the Company's subsidiaries) of the
       Company and the Company's subsidiaries, taken as a whole, or any
                                        22
<PAGE>   31

       purchase or sale of, or tender or exchange offer for, the equity
       securities of the Company (or of the surviving parent entity in such
       transaction) or any of the Company's subsidiaries (any such proposal,
       offer or transaction, other than a proposal or offer made by Parent or an
       affiliate thereof, being referred to as an "Acquisition Proposal");

     - have any discussion with or provide any confidential information or data
       to any person relating to an Acquisition Proposal, or knowingly
       facilitate any effort or attempt to make or implement an Acquisition
       Proposal;

     - approve or recommend, or propose publicly to approve or recommend, any
       Acquisition Proposal; or

     - approve or recommend, or propose to approve or recommend, or execute or
       enter into, any letter of intent, agreement in principle, merger
       agreement, acquisition agreement, option agreement or other similar
       agreement or agree to do any of the foregoing related to any Acquisition
       Proposal.

     Notwithstanding the foregoing restrictions, the Company or its Board of
Directors is permitted at any time prior to the time of the stockholders'
meeting to adopt the Merger Agreement:

     - to the extent applicable, to comply with Rule l4d-9 and Rule 14e-2
       promulgated under the Exchange Act with regard to an Acquisition
       Proposal;

     - to withdraw or change the recommendation of the Company's Board of
       Directors in respect of the Offer, the Merger or the Merger Agreement or
       to approve or recommend or to propose publicly to approve or recommend
       any Acquisition Proposal;

     - to engage in any discussions or negotiations with, or provide any
       information to, any person in response to an unsolicited bona fide
       written Acquisition Proposal by any such person; or

     - to enter into any agreement in principle or a definitive agreement, with
       respect to a Superior Proposal (as defined below), if and only to the
       extent that, in any such case referred to in this or the preceding two
       clauses (as described in the two preceding bullet points):

     - (x) in the case of the second clause above, it has received an
       unsolicited bona fide written Acquisition Proposal from a third party and
       the Company's Board of Directors concludes in good faith that such
       Acquisition Proposal constitutes a Superior Proposal (after taking into
       account any concessions that may be offered by Parent pursuant to the
       Merger Agreement) and (y) in the case of the third clause above, the
       Company's Board of Directors concludes in good faith that such
       Acquisition Proposal reasonably could be expected (without any change in
       the amount or type of consideration offered) to constitute a Superior
       Proposal,

     - in the case of the second, third and fourth clauses above, the Board of
       Directors, following receipt of advice of outside counsel, determines in
       good faith that taking such action is necessary in order for the Board of
       Directors to comply with its fiduciary duties under applicable law,

     - prior to the Company's Board of Directors taking or authorizing any
       action described in the second or fourth clauses above, Parent shall have
       been afforded the right for at least five business days to amend the
       terms of the Offer in response to such Acquisition Proposal,

     - prior to providing any information or data to any person, the Company's
       Board of Directors receives from such person an executed confidentiality
       agreement having provisions that are customary in such agreements, as
       advised by counsel, and no less restrictive of such person than the
       confidentiality agreement entered into between Parent and the Company,
       and

     - prior to providing any information or data to any person or entering into
       discussions or negotiations with any person, the Company notifies Parent
       promptly of such inquiries, proposals or offers received by, any such
       information requested from, or any such discussions or negotiations
       sought to be initiated or continued with, any of its representatives
       indicating, in connection with such notice, the name of such person and
       the material terms and conditions of any inquiries, proposals or offers.

                                        23
<PAGE>   32

     For purposes of the Merger Agreement, the term "Superior Proposal" means a
bona fide written proposal made by a person other than Parent or an affiliate of
Parent which the Company's Board of Directors concludes in good faith (following
receipt of the advice of its financial advisors and after consultation with
outside legal counsel), taking into account, among other things, all legal,
financial, regulatory and other aspects of the proposal and the person making
the proposal, (i) would, if consummated, result in a transaction that is more
favorable to the Company's stockholders (in their capacities as stockholders),
from a financial point of view, than the transactions contemplated by the Merger
Agreement, (ii) is fully financed or is reasonably capable of being fully
financed, and (iii) is probable of completion.

     The Company also agreed that it will, and will cause its officers,
directors and representatives to, immediately cease and cause to be terminated
any activities, discussions or negotiations existing as of the date of the
Merger Agreement with any parties conducted prior to the date of the Merger
Agreement with respect to any Acquisition Proposal. In addition, the Company
shall promptly request each person that has executed a confidentiality agreement
in connection with its consideration of a possible Acquisition Proposal to
return (or, if required under the provisions of the confidentiality agreement,
destroy) all confidential information previously furnished to such person. The
Company agreed to promptly inform its directors, officers, key employees, agents
and representatives of its obligations with respect to Acquisition Proposals and
agreed that it will not submit to the vote of its stockholders any Acquisition
Proposal other than the Merger.

     In the Merger Agreement, the Company agreed to (i) notify Parent promptly
(and in any event within 24 hours) after receipt of any Acquisition Proposal (or
any indication that any person is considering making an Acquisition Proposal) or
any request for non-public information relating to the Company or any of its
subsidiaries or for access to the properties, books or records of the Company or
any of its subsidiaries by any person that may be considering making, or has
made, an Acquisition Proposal, (ii) notify Parent promptly of any material
change to any such Acquisition Proposal, indication or request and (iii) upon
reasonable request by Parent, provide Parent with all material information about
any such Acquisition Proposal, indication or request.

     Covenants and Representations and Warranties.  The Merger Agreement
contains certain other restrictions as to the conduct of business by the Company
pending the Merger, including covenants restricting the Company's ability to
take actions which would change or affect the capital structure of the Company,
as well as representations and warranties of each of the parties customary in
transactions of this kind.

     Amendment of the Merger Agreement.  The Merger Agreement may not be amended
except by action taken by the parties' respective Boards of Directors or duly
authorized committees thereof and then only by an instrument in writing signed
on behalf of each of the parties to the Merger Agreement and in compliance with
applicable law and the Merger Agreement. Subject to the terms of the Merger
Agreement and applicable law, such amendment may take place at any time prior to
the closing date by the Merger and whether before or after the approval of the
Company's stockholders is obtained; provided, however, that after the Company
stockholders' approval is obtained, no amendment may be made which would reduce
the amount or change the kind of consideration to be received by the holders of
Shares upon consummation of the Merger or alter or change any of the terms and
conditions of the Merger Agreement if such alteration or change would adversely
affect the holders of any class or series of securities of the Company.

     Treatment of Options and Restricted Shares.  The Merger Agreement provides
that, as of the Effective Time, each outstanding option to purchase Shares
granted under any stock option agreement, compensation plan or arrangement of
the Company (each, an "Option") will automatically be cancelled, whether or not
then vested or exercisable, and the holder of such Option will thereafter be
entitled to receive an amount in cash equal to the product obtained by
multiplying (1) the difference between the Common Stock Price and the per share
exercise price of such Option, by (2) the number of Shares covered by such
Option. The Surviving Corporation will deliver such payment to the holder of
such Option at the Effective Time.

     Pursuant to the conversion of Options, based upon the Options outstanding
at February 22, 2001 and a $6.00 Common Stock Price, a total of approximately
$3.6 million would be paid to optionees (net of the respective exercise prices),
including approximately $780,000 to executive officers and approximately
$197,000 to non-employee directors of the Company.

                                        24
<PAGE>   33

     Indemnification of Officers and Directors.  Parent agreed in the Merger
Agreement that all rights to indemnification existing on the date of the Merger
Agreement in favor of any current or former director or officer of the Company
as provided in the Company's Certificate of Incorporation or Bylaws or in a
written agreement between any such person and the Company in effect on February
22, 2001 shall survive the Merger and shall continue in full force and effect
until the expiration of all applicable statutes of limitation. Parent also
agreed in the Merger Agreement to (or to cause the Surviving Corporation to)
indemnify all current and former directors and officers of the Company to the
fullest extent the Company would be permitted by Delaware law to indemnify them
with respect to all acts and omissions arising out of such individuals' service
as officers or directors of the Company or any of its subsidiaries or as
trustees, fiduciaries or administrators of any plan for the benefit of employees
occurring prior to the Effective Time. Without limitation of the foregoing, in
the event any such person is or becomes involved in any capacity in any action,
proceeding or investigation in connection with any matter, including, without
limitation, the transactions contemplated by the Merger Agreement, occurring
prior to, and including, the Effective Time, Parent agreed in the Merger
Agreement to (or to cause the Surviving Corporation to) pay such person's
reasonable legal and other expenses of counsel selected by such person and
reasonably acceptable to Parent (including the cost of any investigation,
preparation and settlement) incurred in connection therewith promptly after
statements therefor are received by Parent; provided, however, that neither
Parent nor the Surviving Corporation shall, in connection with any one such
action or proceeding or separate but substantially similar actions or
proceedings arising out of the same general allegations, be liable for
reasonable fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) at any time for all indemnified persons. Parent
is entitled to participate in the defense of any such action or proceeding, and
counsel selected by the indemnified person shall, to the extent consistent with
their professional responsibilities, cooperate with Parent and any counsel
designated by Parent. Parent has agreed in the Merger Agreement to pay all
reasonable fees and expenses, including attorneys' fees, that may be incurred by
any indemnified person in enforcing the indemnity and other obligations provided
for in the Merger Agreement.

     In addition, Parent agreed in the Merger Agreement that the Company shall
maintain and, from and after the Effective Time, the Surviving Corporation shall
cause to be maintained, in effect for not less than six years from the Effective
Time the current policies of directors' and officers' liability insurance
maintained by the Company by purchasing a policy providing "tail" coverage for a
period of not less than six years from the Effective Time; provided, however,
that the Surviving Corporation will not be required to pay an amount in excess
of $400,000 for such policy providing such "tail" coverage; and if the Surviving
Corporation is unable to obtain the insurance required by the Merger Agreement,
it shall obtain as much comparable insurance as possible for an annual premium
equal to such maximum amount.

     Treatment of Employee Benefits.  For not less than 90 days from the
Effective Time, Parent shall provide, and cause the Surviving Corporation to
provide, employee benefits under employee benefit plans to the employees and
former employees of the Company and its subsidiaries that are in the aggregate
no less favorable than those provided to such persons pursuant to company plans
on the date of the Merger Agreement (excluding equity and equity-based
compensation); provided, however, that the provisions of the Merger Agreement
will not prohibit Parent or the Surviving Corporation from requiring normal and
customary employee contributions with respect to medical and other similar
employee benefit plans. Nothing in the Merger Agreement shall prohibit any
changes to any company plan that are (i) required by law (including, without
limitation, any applicable qualification requirements of Section 401(a) of the
Code); (ii) necessary as a technical matter to reflect the transactions
contemplated hereby; or (iii) required for the Surviving Corporation to provide
for or permit investment in its securities or Parent's securities. Furthermore,
nothing in the Merger Agreement shall require Parent to continue any particular
company plan or prevent the amendment or termination thereof (subject to the
maintenance, in the aggregate, of the benefits as provided in the Merger
Agreement and to the obligation to provide benefits as provided in the Merger
Agreement).

     Composition of the Board of Directors.  Effective upon the acceptance for
payment of and payment for Shares by Purchaser or any of its affiliates pursuant
to the Offer, Parent shall be entitled to designate such number of directors of
the Board of Directors of the Company as determined by Parent, rounded up to the
next whole number, for election or appointment to the Board of Directors of the
Company as will give Parent, subject to compliance with Section 14(f) of the
Exchange Act, representation on the Board of Directors of the

                                        25
<PAGE>   34

Company equal to the product of (i) the total number of directors on the Board
of Directors of the Company and (ii) the percentage that the number of Shares
beneficially owned by Purchaser and Parent (including Shares so accepted for
payment and purchased) bears to the number of Shares then outstanding.
Concurrently with such acceptance for payment and payment for such Shares the
Company shall, upon request of Parent or Purchaser and in compliance with
Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder,
promptly take all action necessary to cause such designees of Parent and
Purchaser to be so elected or appointed to the Company's Board of Directors,
including seeking and accepting resignations of incumbent directors, and,
subject to applicable law, the Company shall cause such designees of Parent and
Purchaser to be so elected or appointed. At such time, the Company shall, if
requested by Parent or Purchaser and subject to applicable law, cause persons
designated by Parent and Purchaser to constitute at least the same percentage
(rounded up to the next whole number) as is on the Company's Board of Directors
of (i) each committee of the Company's Board of Directors; (ii) each board of
directors (or similar body) of each subsidiary of the Company; and (iii) each
committee (or similar body) of each such board.

     From and after the Effective Time, the directors of the Surviving
Corporation shall be those individuals appointed by Parent in its capacity as
sole stockholder of the Surviving Corporation and such directors shall serve in
accordance with the Certificate of Incorporation and Bylaws of the Surviving
Corporation until their respective successors are duly elected or appointed and
qualified or until their earlier death, resignation or removal.

                                        26
<PAGE>   35

                           THE STOCKHOLDERS AGREEMENT

     The following is a summary of certain provisions of the Stockholders
Agreement. This summary is not a complete description of the terms and
conditions of the Stockholders Agreement and is qualified in its entirety by
reference to the full text of the Stockholders Agreement which is filed with the
SEC as an exhibit to the Schedule TO and is incorporated in this Offer to
Purchase by reference. The Schedule TO and its exhibits, which include a copy of
the Stockholders Agreement, may be examined, and copies obtained, as set forth
in Section 8 of this Offer to Purchase:

     Tender Offer.  The Stockholders Agreement provides that with respect to the
Offer, promptly, and in no event later than the fifth business day following the
commencement of the Offer, each stockholder of the Company who is a party
thereto (each, a "Stockholder" and collectively, the "Stockholders") shall
tender to the Depositary all Shares owned by such Stockholder and all other
Shares acquired by such Stockholder after the date of the Stockholder Agreement
and shall not withdraw any Shares so tendered unless the Offer is terminated or
has expired.

     Voting.  The Stockholders Agreement provides that each Stockholder revokes
any and all previous proxies granted with respect to its Shares. So long as the
Stockholders Agreement is in effect and has not been terminated, each
Stockholder agrees (i) to vote all Shares owned by such Stockholder in favor of
adoption of the Merger Agreement and approval of the Merger at any meeting of
the Company's stockholders, or, if requested by Parent or Purchaser, to execute
and deliver written consents to the same effect and (ii) to vote against, and
not to vote or grant any consent in favor of, or that would facilitate, any
Acquisition Proposal other than the Merger and the other transactions
contemplated by the Merger Agreement.

     In order to fully implement the agreement of each Stockholder set forth in
the preceding paragraphs, each Stockholder has irrevocably appointed Parent,
with full power of substitution, as the true and lawful attorney and proxy of
such Stockholder to vote all Shares of such Stockholder, or grant a consent,
waiver or approval in respect of such Stockholder's Shares, in connection with
any meeting of the stockholders of the Company or otherwise (i) in favor of the
Merger and the other transactions and actions contemplated by the Merger
Agreement and (ii) against any action or agreement which would impede, interfere
with or prevent the Merger, including any Acquisition Proposal other than the
Merger.

     The Stockholders Agreement further provides that until such agreement is
terminated, none of the Stockholders shall: (i) transfer (which term is deemed
to include, without limitation, any transfer of beneficial ownership, including
any sale, gift, pledge or other disposition), or consent to any transfer of, any
or all of the Shares; (ii) enter into any contract, option or other agreement or
understanding with respect to any transfer of any or all of the Shares or any
interest therein; (iii) grant any proxy, power-of-attorney or other
authorization or consent in or with respect to the Shares; (iv) deposit the
Shares into a voting trust or enter into a voting agreement or arrangement with
respect to the Shares; or (v) take any other action that would in any way
restrict, limit or interfere with the performance of such Stockholder's
obligations under the Stockholders Agreement or the transactions contemplated by
the Stockholders Agreement. However, any Stockholder that is a natural person
may transfer Shares to his or her spouse or lineal descendant or to a trust for
the benefit of any one or more such family members, provided the transferee
agrees in writing, in such a manner as Parent reasonably may request, to be
bound by the provisions of the Stockholders Agreement as if named as a
Stockholder, and provided the transferor remains responsible for the
transferee's performance of its obligations under the Stockholders Agreement.

     Additional Agreements.  Pursuant to the terms of the Stockholders
Agreement, each Stockholder has covenanted and agreed that:

     - from the date of the Stockholders Agreement until the earlier of the
       Effective Time and the termination of the Stockholders Agreement, such
       Stockholder shall not (and will not permit any of its advisors or
       representatives to) directly or indirectly (i) initiate, solicit,
       encourage or facilitate (including by way of furnishing information) any
       inquiries or the making of any proposal or offer (including without
       limitation an offer to any stockholders of the Company) for an
       Acquisition Proposal, other than the transactions contemplated by the
       Merger Agreement or by the Stockholders

                                        27
<PAGE>   36

       Agreement or (ii) have any discussion with or provide any confidential
       information or data to any person relating to an Acquisition Proposal, or
       knowingly facilitate any effort or attempt to make or implement an
       Acquisition Proposal; and

     - in the event of any change in the Company's capital stock by reason of
       stock dividends, stock splits, merger, reorganization, recapitalization
       or other change in the capital structure of the Company affecting the
       Shares or the acquisition of additional shares of capital stock or other
       securities or rights of the Company by any Stockholder, the number of
       Shares shall be adjusted appropriately, and the Stockholders Agreement
       and the rights and obligations thereunder shall attach to any additional
       Shares or other securities or rights of the Company issued to or acquired
       by any such Stockholder.

     Termination.  The Stockholders Agreement terminates upon the earlier of (i)
the acquisition by Parent, through Purchaser or otherwise, of all of the Shares
or (ii) the Effective Time.

     Appraisal Rights.  Holders of Shares do not have appraisal rights as a
result of the Offer. However, if the Merger is consummated, each holder of
Shares who has neither voted in favor of the Merger nor consented thereto in
writing will be entitled to an appraisal by the Delaware Court of Chancery of
the fair value of his or her Shares, exclusive of any element of value arising
from the accomplishment or expectation of the Merger, together with a fair rate
of interest, if any, to be paid. In determining such fair value, the Delaware
Court of Chancery may consider all relevant factors. The value so determined
could be more or less than the consideration to be paid in the Offer and the
Merger. Any judicial determination of the fair value could be based upon
considerations other than or in addition to the market value of the Shares,
including, among other things, asset values and earning capacity.

     If any holder of Shares who demands appraisal under Section 262 of the DGCL
fails to perfect, or effectively withdraws or loses his right to appraisal as
provided in the DGCL, the Shares of such stockholder will be converted into the
right to receive the Common Stock Price in accordance with the Merger Agreement.
A stockholder may withdraw his demand for appraisal by delivery to Parent of a
written withdrawal of his or her demand for appraisal and acceptance of the
Merger.

     The foregoing discussion is not a complete statement of law pertaining to
appraisal rights under the DGCL and is qualified in its entirety by the full
text of Section 262 of the DGCL.

     Failure to follow the steps required by Section 262 of the DGCL for
perfecting appraisal rights may result in the loss of such rights.

     Rule 13e-3.  The Merger would have to comply with any applicable federal
law operative at the time of its consummation. Rule 13e-3 under the Exchange Act
is applicable to certain "going private" transactions.

     Purchaser does not believe that Rule 13e-3 will be applicable to the Merger
unless the Merger is consummated more than one year after the termination of the
Offer. If applicable, Rule 13e-3 would require, among other things, that certain
financial information concerning the Company and certain information relating to
the fairness of the Merger and the consideration offered to minority
stockholders be filed with the SEC and disclosed to minority stockholders prior
to consummation of the Merger.

12. SOURCE AND AMOUNT OF FUNDS.

     Purchaser estimates that the total amount of funds required to purchase all
of the outstanding Shares pursuant to the Offer and the Merger and to pay
related fees and expenses will be approximately $115,000,000. The Offer is not
conditioned upon the Purchaser's receipt of any financing. Purchaser expects to
obtain all necessary funds required to consummate the Offer and the Merger
through capital contributions or advances that will be made to it by Inveresk
Canada and Parent. Inveresk Canada and Parent in turn expect to obtain those
funds pursuant to the debt and equity financing arrangements described below. If
for any reason Inveresk Canada and Parent were unable to obtain funding pursuant
to the arrangements described below, they would need to pursue alternative
financing arrangements. Inveresk Canada and Parent do not presently have any
alternate financing plans. Parent and Inveresk Canada intend to repay the
indebtedness to be incurred by them in connection with the Offer and Merger
through income from operations.

                                        28
<PAGE>   37

  The Debt Financing

     On February 22, 2001, Purchaser, Inveresk Canada, Parent and certain of
Parent's affiliates executed a Facilities Agreement (the "Facilities Agreement")
with Bear Stearns Corporate Lending Inc., as Agent for a syndicate of financial
institutions (collectively, the "Lenders"), whereby the Lenders committed to
loan Inveresk Canada and Parent up to an aggregate of approximately $115
million, of which $55.25 million may be used to finance the Offer and the
Merger. There are two acquisition facilities available to Inveresk Canada under
the Facilities Agreement, a Series 1 Acquisition Term Facility in an aggregate
amount of $37.5 million and a Series 2 Acquisition Term Facility in an aggregate
amount of $10 million. There are also two acquisition facilities available to
Parent under the Facilities Agreement, a Series 1 Acquisition Term Facility in
an aggregate amount of $5.25 million and a Series 2 Acquisition Term Facility in
an aggregate amount of $2.5 million. The Series 1 Acquisition Term Facilities
that are available to Inveresk Canada and Parent under the Facilities Agreement
are sometimes collectively referred to as the "Series 1 Acquisition Facilities"
and the Series 2 Acquisition Term Facilities that are available to Inveresk
Canada and Parent under the Facilities Agreement are sometimes collectively
referred to as the "Series 2 Acquisition Facilities." The Series 1 Acquisition
Facilities and the Series 2 Acquisition Facilities are referred to collectively
as the "Acquisition Facilities." Additional facilities are available to Inveresk
Canada and Parent under the Facilities Agreement. These additional facilities
are available to refinance existing indebtedness of Parent, for working capital
purposes or, following the Merger, to expand the capacity of the pre-clinical
trials operations of ClinTrials BioResearch Limited (the Company's Canadian
subsidiary).

     Some of the material terms of the Acquisition Facilities include:

     Interest Rates.  The interest rate to be charged in connection with the
loans made under the Acquisition Facilities will be (i) LIBOR (as determined by
the terms of the Facilities Agreement), plus (ii) the applicable Margin (2.25%
per annum in respect of Series 1 Acquisition Facilities and 2.75% per annum in
respect of Series 2 Acquisition Facilities), plus (iii) the Mandatory Cost, if
any (as determined by the terms of the Facilities Agreement). The Mandatory Cost
is an addition to the interest rate to compensate any Lender for the cost
attributable to an advance under the Facilities Agreement resulting from the
imposition from time to time under or pursuant to the Bank of England Act 1998
and/or by the Bank of England and/or the Financial Services Authority or other
United Kingdom governmental authority or agency of a requirement to place non
interest-bearing or special deposits with the Bank of England and/or pay fees to
the Financial Services Authority calculated by reference to liabilities used to
fund the advance.

     Collateral.  The Facilities Agreement provides for Bear Stearns Corporate
Lending Inc. (on behalf of the Lenders) to receive a first priority perfected
security interest in all of the capital stock of Purchaser and in all of the
assets of Purchaser. Upon consummation of the Offer, Bear Stearns Corporate
Lending Inc. (on behalf of the Lenders) will also receive a first priority
perfected security interest in all of the capital stock of the Company purchased
by Purchaser in the Offer. Upon consummation of the Merger, Bear Stearns
Corporate Lending Inc. (on behalf of the Lenders) will receive a first priority
perfected security interest in all of the capital stock of the Surviving
Corporation and a guarantee from the Company's Canadian subsidiary.

     Conditions Precedent to Loans.  The obligations of the Lenders to make
loans to Parent and Inveresk Canada under the Facilities Agreement are subject
to certain conditions, including, among others: (i) the Minimum Condition shall
have been satisfied, (ii) all conditions to the Offer shall have been satisfied
or (with the consent of the Agent) waived, (iii) there shall be no material
adverse effect on the financial condition, assets or revenues of Parent and its
subsidiaries taken as a whole, (iv) no default shall have occurred under the
Facilities Agreement nor would result from such loan, (v) compliance with the
margin regulations promulgated by the Board of Governors of the Federal Reserve
Board and (vi) certain representations and warranties made by Inveresk Canada
and Parent in the Facilities Agreement shall be true and correct as of the date
of such loan. The Facilities Agreement contains customary representations and
warranties on the part of the borrowers, including the following: corporate
existence and status; corporate power and authority; no violations of law,
contracts or organizational documents; no default; no material litigation; no
prior liens or borrowings; accuracy of business plan; correctness of financial
statements and other information; accuracy of representations in the Merger
Agreement; ownership of intellectual property; ERISA and environmental

                                        29
<PAGE>   38

matters; compliance with margin regulations; solvency; payments of taxes; and
accuracy of disclosure. Certain of the conditions are suspended with respect to
the Acquisition Facilities and the facilities to refinance existing indebtedness
of Parent in order to (and only to the extent necessary to) permit Parent and
Purchaser to comply with their obligations under the Merger Agreement and to
purchase the Shares in the Offer and complete the Merger.

     Financial Covenants.  The Facilities Agreement contains financial covenants
that Parent believes are typical of agreements of this type, including the
following: (i) minimum consolidated net worth maintenance; (ii) total interest
to PBITDA ratio; (iii) cashflow to debt service ratio; and (iv) debt outstanding
under the Facilities Agreement to PBITDA ratio for Parent and certain of its
subsidiaries.

     Other Covenants.  The Facilities Agreement contains customary covenants,
including: (i) delivery of financial statements and other reports; (ii) delivery
of compliance certificates; (iii) limitations on use of loans under the
Facilities Agreement; (iv) delivery of notices of default, material litigation
and liens and notice of any company ceasing to be a Material Company (defined as
a company that is trading and has net assets in excess of $500,000); (v)
maintenance of insurance (including keyman insurance); (vi) payment of taxes;
(vii) maintenance of licenses and permits; (viii) limitation on transactions
with affiliates; (ix) maintenance of intellectual property rights; (x)
maintenance of hedging arrangements against exchange rate exposure; (xi)
compliance with laws (including environmental laws and ERISA matters); (xii)
limitations on liens and negative pledges; (xiii) limitations on debt; (xiv)
limitations on loans; (xv) limitations on capital expenditure; (xvi) limitations
on mergers, consolidations and sales of assets; (xvii) limitations on dividends
and the redemption and/or prepayment of other debt; and (xviii) limitations on
changes in accounting policies. In addition, Parent and Purchaser may not,
without the consent of the Agent: (A) amend any of the terms or conditions of
the Offer or the Merger Agreement, with the exception of amendments required by
the SEC or any governmental or regulatory authority or to comply with any
applicable laws; (B) waive any condition of the Offer or the Merger Agreement;
or (C) terminate the Merger Agreement after the first drawdown under the
Facilities Agreement (excluding any drawdown made under the working capital
facilities provided for in the Facilities Agreement).

     Events of Default.  The Facilities Agreement contains customary events of
default, including: (i) nonpayment of principal or interest; (ii) violation of
covenants (with cure periods as applicable); (iii) inaccuracy of representations
and warranties; (iv) cross-default to other indebtedness; (v) bankruptcy and
other insolvency events; (vi) material litigation; (vii) change of control;
(viii) invalidity of any loan documents or security interests; (ix) ERISA
matters; and (x) material adverse effect.

     Term.  Parent and Inveresk Canada must commence repayment of the Series 1
Acquisition Facilities on December 31, 2001. Repayment must be made on each June
30 and December 31 thereafter with the final payment being due on December 31,
2007. Parent and Inveresk Canada must repay half of the outstanding Series 2
Acquisition Facilities on June 30, 2008 and the remainder on December 31, 2008.

     The foregoing summary of certain provisions of the Facilities Agreement is
not a complete description of the terms and conditions of the Facilities
Agreement and is qualified in its entirety by reference to the full text of the
Facilities Agreement which is filed with the SEC as an exhibit to the Schedule
TO and is incorporated in this Offer to Purchase by reference. The Schedule TO
and its exhibits, which include a copy of the Facilities Agreement, may be
examined, and copies obtained, as described in Section 8 of this Offer to
Purchase.

  The Equity Financing

     On February 22, 2001, Parent entered into an Investment Agreement (the
"Investment Agreement") with Candover Investments, Candover (Trustees) Limited,
the entities constituting the 1997 Fund and John Urquhart (collectively, the
"Investors") and other existing shareholders of the Company pursuant to which
the Investors agreed to subscribe for an aggregate of 265,519 Cumulative
Convertible Participating 'A' Ordinary Shares, par value L1 per share, of Parent
and an aggregate of L44,734,481 loan stock of Parent. The Investors currently
collectively own an aggregate of 77.1% of the authorized shares of Parent. The
aggregate proceeds to Parent from the issue of such ordinary shares and loan
stock will be approximately $65.5 million.

                                        30
<PAGE>   39

These proceeds will be contributed to Purchaser to partially finance the Offer,
the Merger and related expenses.

     Some of the material terms of the Investment Agreement include:

     Conditions Precedent.  The obligations of the Investors to purchase stock
under the Investment Agreement are subject to certain conditions, including,
among others: (i) the Minimum Condition shall have been satisfied; (ii) all
conditions to the Offer shall have been satisfied or (with the consent of the
Investors' agent) waived; (iii) there shall be no material adverse effect on the
financial condition of Parent and its subsidiaries taken as a whole; and (iv)
all conditions to funding under the Facilities Agreement shall be satisfied.

     Covenants.  Pursuant to the Investment Agreement, Parent may not, without
the consent of the Investors' agent: (i) amend, modify, vary or waive any of the
terms of the Offer, the Merger Agreement or the Stockholders Agreement; (ii)
grant any consent under the Merger Agreement or the Stockholders Agreement
without the prior written consent of the Investors; (iii) terminate the Merger
Agreement after the consummation of the Offer; or (iv) withdraw the Offer after
the consummation of the Offer.

     The foregoing summary of the Investment Agreement is not a complete
description of the terms and conditions of the Investment Agreement and is
qualified in its entirety by reference to the full text of the Investment
Agreement which is filed with the SEC as an exhibit to the Schedule TO and is
incorporated in this Offer to Purchase by reference. The Schedule TO and its
exhibits, which include a copy of the Investment Agreement, may be examined, and
copies obtained, as set forth in Section 8 of this Offer to Purchase.

13. CERTAIN CONDITIONS OF THE OFFER.

     Notwithstanding any provision of the Offer or the Merger Agreement, in
addition to (and except as otherwise set forth in the Merger Agreement, not in
limitation of) Purchaser's rights pursuant to the Merger Agreement to extend and
amend the Offer in accordance with the Merger Agreement, and subject to any
applicable rules and regulations of the SEC (including Rule 14e-1(c) under the
Exchange Act) relating to Purchaser's obligation to pay for or return tendered
Shares after termination of the Offer, Purchaser shall not be required to accept
for payment or pay for and may delay the acceptance for payment of or, subject
to Rule 14e-1(c) of the Exchange Act, the payment for, any tendered Shares not
theretofore accepted for payment or paid for, and Purchaser may amend the Offer
(subject to the terms of the Merger Agreement) if: (i) the Minimum Condition is
not met; (ii) any applicable waiting period under United States antitrust and
European competition laws shall not have expired or been terminated; or (iii) at
any time on or after the date of the Merger Agreement and prior to the time of
acceptance of such Shares for payment pursuant to the Offer or the payment
therefor, any of the following conditions has occurred and continues to exist
through the time of acceptance for payment or payment:

     - there shall be pending any suit, action, or proceeding:

        - challenging the acquisition by Parent or Purchaser of the Shares,
          seeking to make illegal, materially delay, make materially more costly
          or otherwise directly or indirectly restrain or prohibit the making or
          consummation of the Offer and the Merger or the performance of any of
          the other transactions contemplated by the Merger Agreement or seeking
          to obtain from the Company, Parent or Purchaser any damages or
          penalties that are material in relation to the Company and its
          subsidiaries taken as a whole;

        - seeking to prohibit or materially limit the ownership or operation by
          the Company, Parent or any of their respective subsidiaries or
          affiliates of any of the businesses or assets of the Company, Parent
          or any of their respective subsidiaries or affiliates, or to compel
          the Company, Parent or any of their respective subsidiaries or
          affiliates to dispose of or hold separate all or any material portion
          of the businesses or assets of the Company or Parent, as a result of
          the Offer, the Merger or any of the other transactions contemplated by
          the Merger Agreement;

                                        31
<PAGE>   40

        - seeking to impose material limitations on the ability of Parent or
          Purchaser to acquire or hold, or exercise full rights of ownership of,
          any Shares accepted for payment pursuant to the Offer including,
          without limitation, the right to vote the Shares accepted for payment
          by it on all matters properly presented to the stockholders of the
          Company;

        - seeking to prohibit Parent or any of its subsidiaries or affiliates
          from effectively controlling in any material respect the business or
          operations of the Company or its subsidiaries;

        - requiring divestiture by Purchaser or any of its affiliates of any
          Shares; or

        - which otherwise is reasonably likely to have a Company Material
          Adverse Effect (as defined below);

     - there shall be any statute, rule, regulation, executive order, decree,
       ruling, judgment, decision, order or injunction (including with respect
       to competition or antitrust matters) enacted, entered, promulgated,
       issued or enforced, or any statute, rule, regulation, executive order,
       decree, ruling, judgment, decision, order or injunction which has been
       proposed by the relevant legislative, judicial or regulatory body with
       respect to or deemed applicable to or any material consent or approval
       withheld or any other action with respect to:

        - Parent, the Company or any of their respective subsidiaries or
          affiliates; or

        - the Offer or the Merger or any of the other transactions contemplated
          by the Merger Agreement, by any court or other Governmental Authority,
          other than applicable waiting periods under the HSR Act as specified
          in the first paragraph of this Section 13 of the Offer to Purchase, in
          any case, that, in the reasonable judgment of Parent, has resulted or
          is reasonably likely to result, directly or indirectly, in any of the
          consequences referred to in the proceeding condition;

     - the representations and warranties of the Company contained in the Merger
       Agreement shall not be true and correct in all material respects either
       at the date of the Merger Agreement or as of the consummation of the
       Offer with the same effect as if made at and as of the consummation of
       the Offer (except to the extent such representations and warranties
       specifically relate to an earlier date, in which case such
       representations and warranties shall be true and correct as of such
       earlier date);

     - the audited financial statements of the Company and its consolidated
       subsidiaries at and for the year ended December 31, 2000 (which the
       Company has agreed in the Merger Agreement to make publicly available by
       no later than March 15, 2001) shall materially differ from the unaudited
       financial statements at and for the year ended December 31, 2000
       previously provided to Parent;

     - the Company shall have failed to perform or comply in all material
       respects with its covenants and obligations contained in the Merger
       Agreement, which failure to perform has not been cured within ten
       business days after the giving of written notice to the Company;
       provided, however, that this condition shall not be satisfied if the
       Company fails to file its Annual report on Form 10-K for the year ended
       December 31, 2000 on or before March 15, 2001;

     - there shall have occurred since the date of the Merger Agreement any
       events or changes which, individually or in the aggregate, constitute or
       may reasonably be expected to have a Company Material Adverse Effect;

     - the Board of Directors of the Company or any committee thereof shall:

        - have recommended an Acquisition Proposal or failed to publicly
          announce its recommendation against an Acquisition Proposal within
          five business days after the first public announcement of the
          Acquisition Proposal;

        - have withdrawn, modified in a manner adverse to Parent or Purchaser
          (including by amendment of the Schedule 14D-9) or amended in a manner
          adverse to Parent or Purchaser its approval or recommendation of the
          Offer, the Merger Agreement or the Merger or failed to reaffirm its

                                        32
<PAGE>   41

          approval or recommendation of the Offer or the Merger or the adoption
          of the Merger Agreement upon Parent's reasonable request or
          recommended an Alternative Proposal;

        - have executed an agreement in principle or a definitive agreement
          relating to an Acquisition Proposal or similar business combination
          with a third party; or

        - have resolved to do any of the foregoing;

     - the Merger Agreement shall have been terminated in accordance with its
       terms, or any event shall have occurred which gives Parent or Purchaser
       the right to terminate the Merger Agreement or not consummate the Merger;

     - there shall have occurred and be continuing:

        - any general suspension of trading in, or limitation in prices for
          securities on any national securities exchange or in the
          over-the-counter market (other than as a result of market
          circuit-breakers or other similar procedures);

        - the declaration of a banking moratorium or any suspension of payments
          in respect of banks in the United States, the United Kingdom or Canada
          (whether or not mandatory);

        - any limitation (whether or not mandatory), by a United States, United
          Kingdom or Canadian governmental authority or agency on the extension
          of credit by banks or other financial institutions which in the
          reasonable judgment of Parent or Purchaser, in any such case, makes it
          unadvisable to proceed with the Offer or with such acceptance for
          payment or payments;

        - a commencement of war or armed hostilities or other national or
          international calamity directly or indirectly involving the United
          States, the United Kingdom or Canada, which has a significant adverse
          effect on the functioning of financial markets in the United States,
          the United Kingdom or Canada; or

        - in the case of any of the foregoing existing at the time of the
          commencement of the Offer, a material acceleration or worsening
          thereof;

     - any consent, registration, approval, permit, authorization or notice
       report or other filing required to be obtained or made by the Company,
       Parent or Purchaser from or with any Governmental Authority or third
       party in connection with the execution, delivery and performance of the
       Merger Agreement, the making or consummation of the Offer or the
       consummation of the Merger shall not have been obtained or made, and such
       failure could reasonably be expected to have a Company Material Adverse
       Effect; or

     - it shall have been publicly disclosed that any person, entity or "group"
       (as defined in Section 13(d)(3) of the Exchange Act) shall have acquired
       beneficial ownership (as determined pursuant to Rule 13d-3 promulgated
       under the Exchange Act) of more than 20% of the then-outstanding Shares,
       through the acquisition of stock, the formation of a group or otherwise.

     For the purposes of the Merger Agreement, the term "Company Material
Adverse Effect" means a material adverse effect on the business, assets,
condition (financial or otherwise), prospects or results of operations of the
Company and its subsidiaries, taken as a whole, or on the transactions
contemplated by the Merger Agreement.

     Subject to the Merger Agreement, the foregoing conditions are solely for
the benefit of Parent and Purchaser and may be waived by either Parent or
Purchaser, in whole or in part at any time and from time to time, in the sole
discretion of Parent and Purchaser. The failure by Parent and Purchaser at any
time to exercise any of the foregoing rights shall not be deemed a waiver of any
such right and each such right shall be deemed an ongoing right which may be
asserted at any time and from time to time. Parent and Purchaser are aware that
the staff of the SEC takes the position that all conditions to the Offer must be
satisfied or waived on or prior to the Expiration Date.

                                        33
<PAGE>   42

     A public announcement shall be made of a material change in, or waiver of,
such conditions, and the Offer may, in certain circumstances, be extended in
connection with any such change or waiver. All Offer Conditions must be
satisfied or waived prior to the commencement of any Subsequent Offering Period.

14. DIVIDENDS AND DISTRIBUTIONS.

     Pursuant to the Merger Agreement, the Company has agreed that during the
term of the Merger Agreement the Company may not declare, set aside or pay any
dividend on or any other distributions (whether in cash, stock, property or
otherwise) with respect to any Shares (except for any dividends paid by a wholly
owned direct or indirect subsidiary of the Company to such subsidiary's parent).

15. CERTAIN LEGAL MATTERS.

     General.  Except as otherwise disclosed in this Offer to Purchase, based
upon an examination of publicly available filings with respect to the Company,
Parent and Purchaser are not aware of any licenses or other regulatory permits
which appear to be material to the business of the Company and which might be
adversely affected by the acquisition of the Shares by Purchaser pursuant to the
Offer or of any approval or other action by any governmental, administrative or
regulatory agency or authority which would be required for the acquisition or
ownership of the Shares by Purchaser pursuant to the Offer. Should any such
approval or other action be required, it is currently contemplated that such
approval or action would be sought or taken. There can be no assurance that any
such approval or action, if needed, would be obtained or, if obtained, that it
will be obtained without substantial conditions or that adverse consequences
might not result to the Company's or Parent's business or that certain parts of
the Company's or Parent's business might not have to be disposed of in the event
that such approvals were not obtained or such other actions were not taken, any
of which might enable Purchaser to elect to terminate the Offer without the
purchase of the Shares thereunder, if the relevant conditions to termination
were met, Purchaser's obligation under the Offer to accept for payment and pay
for the Shares is subject to certain conditions. See Section 13.

     United States Antitrust Compliance.  Under the HSR Act and the rules that
have been promulgated thereunder by the FTC, certain acquisition transactions
may not be consummated unless certain information has been furnished to the
Antitrust Division and the FTC and certain waiting period requirements have been
satisfied. The acquisition of the Shares by Purchaser is subject to these
requirements. See Section 2 of this Offer to Purchase as to the effect of the
HSR Act on the timing of Purchaser's obligation to accept Shares for payment.

     Pursuant to the HSR Act, Parent and its affiliates filed a Notification and
Report Form with respect to the acquisition of the Shares pursuant to the Offer
and the Merger with the Antitrust Division and the FTC on Friday, March 2, 2001.
Under the provisions of the HSR Act applicable to the purchase of the Shares
pursuant to the Offer, such purchases may not be made until the expiration of a
15-calendar day waiting period following the filing by Parent. Accordingly, the
waiting period under the HSR Act will expire at 11:59 p.m., New York City time,
on or about Monday, March 19, 2001, unless early termination of the waiting
period is granted or Parent receives a request for additional information or
documentary material prior thereto. Pursuant to the HSR Act, Parent will request
early termination of the waiting period applicable to the Offer. There can be no
assurances given, however, that the 15-day HSR Act waiting period will be
terminated early. If either the FTC or the Antitrust Division were to request
additional information or documentary material from Parent, the waiting period
would expire at 11:59 p.m., New York City time, on the tenth calendar day after
the date of substantial compliance by Parent with such request unless the
waiting period is sooner terminated by the FTC or the Antitrust Division. Only
one extension of such waiting period pursuant to a request for additional
information is authorized by the rules promulgated under the HSR Act, except by
agreement or by court order. Any such extension of the waiting period will not
give rise to any withdrawal rights not otherwise provided for by applicable law.
See Section 4. Parent expects the waiting period under the HSR Act to expire at
the end of the 15-day period, if not earlier terminated.

     The Antitrust Division and the FTC frequently scrutinize the legality under
the antitrust laws of transactions such as the proposed acquisition of the
Shares by Purchaser pursuant to the Offer. At any time

                                        34
<PAGE>   43

before or after Purchaser's purchase of the Shares, the Antitrust Division or
the FTC could take such action under the antitrust laws as it deems necessary or
desirable in the public interest, including seeking to enjoin the acquisition of
the Shares pursuant to the Offer or seeking divestiture of the Shares acquired
by Purchaser or the divestiture of substantial assets of Parent, the Company or
any of their respective subsidiaries or affiliates. Private parties may also
bring legal action under the antitrust laws under certain circumstances. There
can be no assurance that a challenge to the Offer on antitrust grounds will not
be made or, if a challenge is made, what the result will be. See Section 13 of
this Offer to Purchase for certain conditions to the Offer that could become
applicable in the event of such a challenge.

     German Antitrust Compliance.  Under German laws and regulations relating to
the regulation of monopolies and competition, certain acquisition transactions
may not be consummated in Germany unless certain information has been furnished
to the German Federal Cartel Office (the "FCO") and certain waiting period
requirements have been satisfied without issuance by the FCO of an order to
refrain. The purchase of the Shares by Purchaser pursuant to the Offer and the
consummation of the Merger are subject to such requirements. Under such laws,
the FCO has one month (unless earlier terminated by the FCO) from the time of
filing of such information with the FCO to clear the Offer and the Merger or to
advise the parties of its intention to investigate the Offer and the Merger in
depth, in which case the FCO has four months from the date of filing in which to
take steps to oppose the Offer and the Merger. According to the German law
against restraints of competition, the purchase of the Shares pursuant to the
Offer may not be consummated before the end of the one-month period, and,
provided that the FCO has informed the parties about the initiation of an in
depth review within such period, before the end of the four-month period or its
agreed-upon extension, unless the FCO has given its clearance to the transaction
in writing before the end of such periods. In the course of its reviews, the FCO
will examine whether the proposed acquisition of the Shares by Purchaser
pursuant to the Offer would create a dominant market position or strengthen an
already-existing dominant position in Germany. If the FCO makes such a finding,
it will act to prohibit the transaction. While Parent, Inveresk Canada and
Purchaser do not believe that there is any basis for the FCO to investigate the
Offer and the Merger in-depth, there can be no assurance that the FCO will not
investigate or oppose the transactions or that the FCO will not extend the
waiting period.

     Parent filed the required information with the FCO on March 5, 2001. Parent
intends that if clearance from the FCO is not obtained prior to the Expiration
Date, the Offer will be extended.

     State Takeover Laws.  Section 203 of the DGCL limits the ability of a
Delaware corporation to engage in business combinations with "interested
stockholders" (defined generally as any beneficial owner of 15% or more of the
outstanding voting stock in the corporation) unless, among other things, the
corporation's board of directors has given its prior approval to either the
business combination or the transaction which resulted in the stockholder
becoming an "interested stockholder." The Company's Board of Directors has
approved the Merger Agreement and Purchaser's acquisition of the Shares pursuant
to the Offer and, therefore, Section 203 of the DGCL is inapplicable to the
Offer and the Merger.

     Based on information supplied by or on behalf of the Company, Purchaser
does not believe that any state takeover laws purport to apply to the Offer or
the Merger. None of Parent, Inveresk Canada or Purchaser has currently complied
with any state takeover statute or regulation with respect to the transactions
contemplated by the Merger Agreement. Purchaser reserves the right to challenge
the applicability or validity of any state law purportedly applicable to the
Offer or the Merger and nothing in this Offer to Purchase or any action taken in
connection with the Offer or the Merger is intended as a waiver of such right.
If it is asserted that any state takeover statute is applicable to the Offer or
the Merger and if an appropriate court does not determine that it is
inapplicable or invalid as applied to the Offer or the Merger, Purchaser might
be required to file certain information with, or to receive approvals from, the
relevant state authorities, and Purchaser might be unable to accept for payment
or pay for any Shares tendered pursuant to the Offer, or be delayed in
consummating the Offer or the Merger. In such case, Purchaser may not be obliged
to accept for payment or pay for any Shares tendered pursuant to the Offer.

                                        35
<PAGE>   44

16. FEES AND EXPENSES.

     Bear Stearns is acting as Dealer Manager in connection with the Offer and
has provided certain financial advisory services to Parent in connection
therewith. Parent has agreed to pay to Bear Stearns reasonable and customary
compensation for its services and as financial advisor in connection with the
Offer. Parent has agreed to reimburse Bear Stearns as Dealer Manager for its
reasonable out-of-pocket expenses, including the fees and expenses of its
counsel, in connection with the Offer, and has agreed to indemnify Bear Stearns
and certain related persons against certain liabilities and expenses in
connection with the Offer, including liabilities under the Federal securities
laws. At any time Bear Stearns and its affiliates may actively trade the Shares
for their own account or for the account of customers and, accordingly, may at
any time hold a long or short position in the Shares.

     Morrow & Co. Inc. is acting as Information Agent in connection with the
Offer. The Information Agent may contact holders of the Shares by personal
interview, mail, telephone, telex, telegraph and other methods of electronic
communication and may request brokers, dealers, banks, trust companies and other
nominees to forward the Offer materials to beneficial holders. The Information
Agent will receive reasonable and customary compensation for its services, be
reimbursed for certain reasonable out-of-pocket expenses and be indemnified
against certain liabilities and expenses in connection with its services,
including certain liabilities under the Federal securities laws. Brokers,
dealers, commercial banks and trust companies will be reimbursed by Parent for
customary mailing and handling expenses incurred by them in forwarding material
to their customers.

17. MISCELLANEOUS.

     The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of the Shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of such
jurisdiction. However, Purchaser may, in its sole discretion, take such action
as it may deem necessary to make the Offer in any such jurisdiction and extend
the Offer to holders of such Shares.

     None of Parent, Inveresk Canada or Purchaser is aware of any jurisdiction
in which the making of the Offer or the acceptance of the Shares in connection
therewith would not be in compliance with the laws of such jurisdiction.

     Parent, Inveresk Canada and Purchaser have filed a Schedule TO with the SEC
pursuant to Rule l4d-3 of the General Rules and Regulations under the Exchange
Act, furnishing certain additional information with respect to the Offer, and
may file amendments thereto from time to time. The Schedule TO and any
amendments thereto, including exhibits, may be examined and copies may be
obtained from the principal office of the SEC in Washington, D.C. and the Nasdaq
Stock Market, or electronically, in each case in the manner set forth in Section
8.

     No person has been authorized to give any information or make any
representation on behalf of Parent, Inveresk Canada or Purchaser not contained
in this Offer to Purchase or in the Letter of Transmittal and, if given or made,
such information or representation must not be relied upon as having been
authorized.

                                          Indigo Acquisition Corp.

March 5, 2001

                                        36
<PAGE>   45

                                                                      SCHEDULE A

                      INFORMATION CONCERNING DIRECTORS AND
              EXECUTIVE OFFICERS OF CANDOVER INVESTMENTS, PARENT,
                         INVERESK CANADA AND PURCHASER

     1.  Directors and Executive Officers of Candover Investments.  The
following table sets forth the name and present principal occupation or
employment, and material occupations, positions, offices or employment for the
past five years, of each of the directors and executive officers of Candover
Investments. Unless otherwise indicated, each such person is a citizen of the
United Kingdom and the business address of each such person is c/o Candover
Investments plc, 20 Old Bailey, London EC4M 7LN, United Kingdom. Unless
otherwise indicated, each such person has held his or her present occupation as
set forth below, or has been an executive officer at Candover Investments for
the past five years.

<TABLE>
<CAPTION>
                                               PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND ADDRESS                            MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
----------------                            --------------------------------------------------
<S>                                    <C>
C. J. Buffin.........................  Managing Director of Candover Investments since March 1998
                                       and a director of Candover Partners since February 1995.
S. W. Curran.........................  Chairman of Candover Investments since May 1999. Chief
                                       Executive of Candover Investments from January 1991 until
                                       May 1999. Director of Greggs plc. Director of Jarvis Hotels
                                       plc.
G. D. Fairservice....................  Deputy Chairman of Candover Investments plc since May 1999
                                       and Deputy Chief Executive until May 1999. Director of BTG
                                       plc.
G. E. Grimstone......................  Director of Candover Investments since July 1999. Director
                                       of Wilmington Capital Ltd since May 2000. Director of J
                                       Henry Schroder & Co until January 1999. Director of Dairy
                                       Crest Group plc since March 1999. Director of Aggregate
                                       Industries plc since March 2000. Director of Bridgewell Ltd
                                       since January 2001.
M. S. Gumienny.......................  Managing Director of Candover Investments since March 1998
                                       and a director of Candover Partners since February 1995.
A. P. Hichens........................  Deputy Chairman of Candover Investments. Chairman of David
                                       S. Smith Holdings plc since June 1999. Deputy Chairman of
                                       Lasmo until May 2000 and Chairman since May 2000. Director
                                       of The Fleming Income and Capital Investment Trust plc.
P. R. Neal...........................  Company Secretary of Candover Investments.
P. J. Scott Plummer..................  Director of Candover Investments. Chairman of Martin Currie
                                       Investment Management Limited since April 1999. Director of
                                       The Merchants Trust plc since May 1997.
J. G. West...........................  Director of Candover Investments. Director of Gartmore
                                       Fledgling Index Trust plc, Aberdeen New Dawn Investment
                                       Trust plc, British Assets Trust plc, Snackhouse plc and
                                       Middlesex Holdings plc since May 1996. Director of LEPLO
                                       plc. Aberdeen Convertible Income Trust plc. and 3i UK Select
                                       Trust since September 1997. Director of Intrinsic Value plc
                                       since June 1999.
D. R. Wilson.........................  Chief Executive of Slough Estates plc. Non-Executive
                                       Director of Westbury plc, since June 1996. Director of
                                       Candover Investments.
</TABLE>

                                       A-1
<PAGE>   46

     2.  Directors and Executive Officers of Parent.  The following table sets
forth the name and present principal occupation or employment, and material
occupations, positions, offices or employment for the past five years, of each
of the directors and executive officers of Parent. Unless otherwise indicated,
each such person is a citizen of the United Kingdom and the business address of
each such person is c/o Inveresk Research Group Limited, Elphinstone Research
Centre, Tranent, East Lothian EH33 2NE, Scotland. Unless otherwise indicated,
each such person has held his or her present occupation as set forth below, or
has been an executive officer at Parent for the past five years.

<TABLE>
<CAPTION>
                                               PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND ADDRESS                            MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
----------------                            --------------------------------------------------
<S>                                    <C>
I. J. Gray...........................  Non-Executive Director of Parent. Director of Candover
                                       Partners Ltd. since August 1998. Non-Executive Director of
                                       Clondalkin Group Holdings Ltd. since September 1999.
S. G. Leslie.........................  Director and Company Secretary of Parent since September
                                       1999. Finance Director of Inveresk Research International
                                       Ltd. Director and Company Secretary of Inveresk Clinical
                                       Research Ltd.
Dr. W. S. Nimmo......................  Chief Executive Officer of Parent since September 1999.
                                       President and Secretary of Inveresk Canada since February
                                       2001 and President of Purchaser since February 2001. Chief
                                       Executive Officer of Inveresk Research International and
                                       Inveresk Clinical Research Limited.
Dr. I. P. Sword......................  Senior Executive Vice President and Director of SGS S.A.
                                       Chairman of Scottish Enterprise Edinburgh and Lothian since
                                       April 2000. Director of Caledonian Research Foundation.
N. Thornton(1).......................  Chief Operating Officer of Parent since February 2001. Vice
                                       President Group Corporate Development of Societe Generale de
                                       Surveillance Holding S.A. from December 1997 to March 2000
                                       and Senior Vice President EBusiness from April 2000 until
                                       February 2001. Managing Director of SGS Medlab Holdings Pty
                                       from February 1997 until November 1997. General Manager
                                       Pathology Department Unit of SGS New Zealand Limited until
                                       January 1997.
Dr. J. Urquhart(2)...................  Non-Executive Director of Inveresk Research Group Ltd. since
                                       January 2000. Chief Scientist of Aardex Ltd. since January
                                       1996. Consultant Extra-ordinary Professor at Maastricht
                                       University.
</TABLE>

---------------
(1) New Zealand Citizen

(2) U.S. Citizen

                                       A-2
<PAGE>   47

     3.  Directors and Executive Officers of Inveresk Canada.  The following
table sets forth the name and present principal occupation or employment, and
material occupations, positions, offices or employments for the past five years,
of each director and executive officer of Inveresk Canada. Each such person is a
citizen of the United Kingdom unless otherwise noted, and the business address
of each such person is c/o Inveresk Research Group Limited, Elphinstone Research
Centre, Tranent, East Lothian EH33 2NE, Scotland.

<TABLE>
<CAPTION>
                                               PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND ADDRESS                            MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
----------------                            --------------------------------------------------
<S>                                    <C>
I. Dunsky(3).........................  Attorney at McCarthy Tetrault, Barristers and Solicitors.
Le Windsor, 1170 rue Peel              Director of Inveresk Canada since February 2001.
Montreal, Quebec M3B4S8
Canada
W. M. Goodman(4).....................  Attorney at McCarthy Tetrault, Barristers and Solicitors.
Le Windsor, 1170 rue Peel              Director of Inveresk Canada since February 2001.
Montreal, Quebec H3B4S8
Canada
Dr. W. S. Nimmo......................  Director, President, and Secretary of Inveresk Canada since
                                       February 2001. Chief Executive Officer of Parent since
                                       September 1999. President and Secretary of Inveresk Canada
                                       since February 2001 and President of Purchaser since
                                       February 2001. Chief Executive Officer of Inveresk Research
                                       International and Inveresk Clinical Research Limited.
</TABLE>

---------------
(3) Canadian Citizen

(4) Canadian Citizen

     4.  Directors and Executive Officers of Purchaser.  The following table
sets forth the name and present principal occupation or employment, and material
occupations, positions, offices or employments for the past five years, of each
director and executive officer of Purchaser. Each such person is a citizen of
the United Kingdom unless otherwise noted, and the business address of each such
person is c/o Inveresk Research Group Limited, Elphinstone Research Centre,
Tranent, East Lothian EH33 2NE, Scotland.

<TABLE>
<CAPTION>
                                               PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND ADDRESS                            MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
----------------                            --------------------------------------------------
<S>                                    <C>
A. S. McEwan.........................  Vice President and Secretary of Purchaser since February
                                       2001. General Manager Clinical from June 1996 until December
                                       1999, Head of Corporate Development since January 2000 and
                                       Director since January 1997 of Inveresk Clinical Research
                                       Limited. Managing Director of McEwan Associates Ltd. until
                                       June 1996.
Dr. W. S. Nimmo......................  Chief Executive Officer of Parent since September 1999.
                                       President and Secretary of Inveresk Canada since February
                                       2001 and President of Purchaser since February 2001. Chief
                                       Executive Officer of Inveresk Research International and
                                       Inveresk Clinical Research Limited.
</TABLE>

                                       A-3
<PAGE>   48

     Manually signed facsimile copies of the Letter of Transmittal, properly
completed and duly executed, will be accepted. The Letter of Transmittal,
certificates for the shares of Company Common Stock and any other required
documents should be sent or delivered by each stockholder of the Company or his
broker-dealer, commercial bank, trust company or other nominee to the Depositary
as follows:

                        The Depositary for the Offer is:

                                 SUNTRUST BANK

<TABLE>
<S>                             <C>                             <C>
                                                                    By Overnight, Certified
     By First Class Mail:              By Hand Delivery:               or Express Mail:
         P.O. Box 4625                58 Edgewood Avenue              58 Edgewood Avenue
       Atlanta, GA 30302                   Room 225                        Room 225
                                       Atlanta, GA 30303               Atlanta, GA 30303
</TABLE>

                           By Facsimile Transmission:

                                 (404) 865-5371

                      Confirm Facsimile by Telephone Only:

                                 (800) 568-3476

     Any questions or requests for assistance or additional copies of the Offer
to Purchase and the Letter of Transmittal, the Notice of Guaranteed Delivery and
related materials may be directed to the Information Agent or the Dealer Manager
at their respective telephone numbers and locations listed below. You may also
contact your broker, dealer, commercial bank or trust company or other nominee
for assistance concerning the Offer.

                    THE INFORMATION AGENT FOR THE OFFER IS:

                               MORROW & CO., INC.
                           445 Park Avenue, 5th Floor
                            New York, New York 10022

                          Call Collect: (212) 754-8000
           Banks and Brokerage Firms Call: (800) 654-2468 (Toll Free)

                    STOCKHOLDERS PLEASE CALL: (800) 607-0088
                      E-mail: clintrials.info@morrowco.com

                      THE DEALER MANAGER FOR THE OFFER IS:

                            BEAR, STEARNS & CO. INC.
                                245 Park Avenue
                            New York, New York 10167
                           (888) 261-1668 (Toll Free)
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A.2
<SEQUENCE>3
<FILENAME>y45952mex99-a_2.txt
<DESCRIPTION>LETTER OF TRANSMITTAL
<TEXT>

<PAGE>   1

                             LETTER OF TRANSMITTAL

                        TO TENDER SHARES OF COMMON STOCK

                                       OF

                            CLINTRIALS RESEARCH INC.

                                       AT

                              $6.00 NET PER SHARE

             PURSUANT TO THE OFFER TO PURCHASE DATED MARCH 5, 2001

                                       BY

                            INDIGO ACQUISITION CORP.
                          A WHOLLY OWNED SUBSIDIARY OF

                        INVERESK RESEARCH (CANADA) INC.
                          A WHOLLY OWNED SUBSIDIARY OF

                        INVERESK RESEARCH GROUP LIMITED

  THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
          TIME, ON MONDAY, APRIL 2, 2001 UNLESS THE OFFER IS EXTENDED.

                        THE DEPOSITARY FOR THE OFFER IS:

                                 SUNTRUST BANK

<TABLE>
<S>                                <C>                                <C>
                                                                         By Overnight, Certified or
      By First Class Mail:                 By Hand Delivery:                    Express Mail:
          P.O. Box 4625                   58 Edgewood Avenue                 58 Edgewood Avenue
        Atlanta, GA 30302                      Room 225                           Room 225
                                           Atlanta, GA 30303                  Atlanta, GA 30303

                                      By Facsimile Transmission:
                                            (404) 865-5371

                                    Confirm Facsimile by Telephone
                                                 Only:
                                            (800) 568-3476
</TABLE>

     DELIVERY OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OR VIA
A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS
WILL NOT CONSTITUTE A VALID DELIVERY.

     THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
<PAGE>   2

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                              DESCRIPTION OF TENDERED SHARES
---------------------------------------------------------------------------------------------------------------------------
        NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)                        SHARE CERTIFICATE(S) TENDERED
(PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S))        (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
---------------------------------------------------------------------------------------------------------------------------
                                                                                       TOTAL NUMBER
                                                                                         OF SHARES         TOTAL NUMBER
                                                                    CERTIFICATE       REPRESENTED BY         OF SHARES
                                                                   NUMBER(S)(1)      CERTIFICATE(S)(1)      TENDERED(2)
<S>                                                             <C>                 <C>                 <C>
                                                                ------------------------------------------------------
                                                                ------------------------------------------------------
                                                                ------------------------------------------------------
                                                                ------------------------------------------------------
                                                                ------------------------------------------------------
                                                                   Total Shares
---------------------------------------------------------------------------------------------------------------------------
 (1) Need not be completed by stockholders tendering by book-entry transfer.
 (2) Unless otherwise indicated, it will be assumed that all Shares described above are being tendered. See Instruction 4.
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

[ ]  Check here if certificates have been lost, destroyed or mutilated. See
     Instruction 11.

    Number of Shares represented by lost, destroyed or mutilated certificates:
    -------------------

     The names and addresses of the registered holders of the tendered shares
     should be printed, if not already printed above, exactly as they appear on
     the Share Certificates (as defined below) tendered hereby.

     This Letter of Transmittal is to be used by stockholders of ClinTrials
Research Inc. (the "Company") if certificates for Shares (as defined below) are
to be forwarded with this Letter of Transmittal or, unless an Agent's Message
(as defined in Instruction 2 below) is utilized, if delivery of Shares is to be
made by book-entry transfer to an account maintained by the Depositary (as
defined below) at the Book-Entry Transfer Facility (as defined in and pursuant
to the procedures set forth in Section 3 of the Offer to Purchase (as defined
below)). Holders who deliver Shares by book-entry transfer are referred to
herein as "Book-Entry Stockholders" and other stockholders who deliver Shares
are referred to herein as "Certificate Stockholders."

     Stockholders whose certificates for Shares are not immediately available or
who cannot deliver either the certificates for, or a Book-Entry Confirmation (as
defined in Section 3 of the Offer to Purchase) with respect to, their Shares and
all other documents required hereby to the Depositary prior to the Expiration
Date (as defined in the Offer to Purchase), or the expiration of any Subsequent
Offering Period (as defined in the Offer to Purchase), must tender their Shares
in accordance with the guaranteed delivery procedures set forth in Section 3 of
the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY
TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

                                        2
<PAGE>   3

                                TENDER OF SHARES

[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
    THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
    THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY
    DELIVER SHARES BY BOOK-ENTRY TRANSFER):

    Name of Tendering Institution:
    ----------------------------------------------------------------------------

    Account Number:
    ----------------------------------------------------------------------------

    Transaction Code Number:
    ----------------------------------------------------------------------------

[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
    GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
    FOLLOWING.

    Name(s) of Registered Owner(s):
    ----------------------------------------------------------------------------

    Window Ticket Number (if any):
    ----------------------------------------------------------------------------

    Date of Execution of Notice of Guaranteed Delivery:
    --------------------------------------------------------------

    Name of Eligible Institution that Guaranteed Delivery:
    ------------------------------------------------------------

                                        3
<PAGE>   4

                    NOTE: SIGNATURES MUST BE PROVIDED BELOW.
              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

     The undersigned hereby tenders to Indigo Acquisition Corp., a Delaware
corporation ("Purchaser"), which is a wholly owned subsidiary of Inveresk
Research (Canada) Inc., a corporation organized under the laws of Canada
("Inveresk Canada"), which in turn is a wholly owned subsidiary of Inveresk
Research Group Limited, a company organized under the laws of Scotland
("Parent"), the above-described shares of common stock, par value $0.01 per
share (the "Shares"), of ClinTrials Research Inc., a Delaware corporation (the
"Company"), for $6.00 per Share, net to the seller in cash (the "Common Stock
Price"), upon the terms and subject to the conditions set forth in the Offer to
Purchase dated March 5, 2001 (the "Offer to Purchase") and in this related
Letter of Transmittal (which, together with any amendments or supplements hereto
or thereto, collectively constitute the "Offer"). Receipt of the Offer is hereby
acknowledged.

     The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of February 22, 2001 (the "Merger Agreement"), by and among Parent, Purchaser
and the Company.

     Upon the terms and subject to the conditions of the Offer (and if the Offer
is extended or amended, the terms of any such extension or amendment), subject
to, and effective upon, acceptance for payment of the Shares tendered herewith
in accordance with the terms of the Offer, the undersigned hereby sells, assigns
and transfers to, or upon the order of, Purchaser all right, title and interest
in and to all the Shares that are being tendered hereby (and any and all cash
and non-cash dividends, distributions, rights, other shares of common stock or
other securities issued or issuable in respect thereof on or after February 22,
2001 (collectively, "Distributions")) and irrevocably constitutes and appoints
SunTrust Bank (the "Depositary") the true and lawful agent and attorney-in-fact
of the undersigned with respect to the tendered Shares (and any and all
Distributions in respect of those Shares), with full power of substitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest), to (i) deliver certificates for such Shares (and any and all
Distributions in respect of those Shares), or transfer ownership of such Shares
(and any and all Distributions in respect of those Shares) on the account books
maintained by the Book-Entry Transfer Facility, together, in any such case, with
all accompanying evidences of transfer and authenticity, to or upon the order
of, Purchaser, (ii) present such Shares (and any and all Distributions in
respect of those Shares) for transfer on the books of the Company, and (iii)
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Shares (and any and all Distributions in respect of those Shares), all
in accordance with the terms of the Offer.

     By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints Purchaser, its officers and directors, and each of them, and any other
designees of Purchaser, the attorneys-in-fact and proxies of the undersigned,
each with full power of substitution, (i) to vote at any annual or special
meeting of the Company's stockholders or any adjournment or postponement thereof
or otherwise in such manner as each such attorney-in-fact and proxy or his
substitute shall in his sole discretion deem proper with respect to, (ii) to
execute any written consent concerning any matter as each such attorney-in-fact
and proxy or his substitute shall in his sole discretion deem proper with
respect to, and (iii) to otherwise act as each such attorney-in-fact and proxy
or his substitute shall in his sole discretion deem proper with respect to, all
of the Shares (and any and all Distributions in respect of those Shares)
tendered hereby and accepted for payment by Purchaser. This appointment will be
effective if and when, and only to the extent that, Purchaser accepts such
Shares for payment pursuant to the Offer. This power of attorney and proxy are
irrevocable and are granted in consideration of the acceptance for payment of
such Shares in accordance with the terms of the Offer. Such acceptance for
payment shall, without further action, revoke any prior powers of attorney and
proxies granted by the undersigned at any time with respect to such Shares (and
any and all Distributions in respect of those Shares), and no subsequent powers
of attorney, proxies, consents or revocations may be given by the undersigned
with respect thereto (and, if given, will not be deemed effective). Purchaser
reserves the right to require that, in order for the Shares to be deemed validly
tendered, immediately upon Purchaser's acceptance for payment of such Shares,
Purchaser must be able to exercise full voting, consent and other rights with
respect to such Shares (and any and all Distributions in respect of those
Shares), including voting at any meeting of the Company's stockholders.

     The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby (any and all Distributions in respect of those Shares), that the
undersigned

                                        4
<PAGE>   5

owns the Shares tendered hereby within the meaning of Rule 14e-4 promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that
the tender of the tendered Shares complies with Rule 14e-4 under the Exchange
Act, and that when the same are accepted for payment by Purchaser, Purchaser
will acquire good, marketable and unencumbered title thereto (and to any and all
Distributions in respect of those Shares), free and clear of all liens,
restrictions, charges and encumbrances and the same will not be subject to any
adverse claims. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or Purchaser to be necessary or
desirable to complete the sale, assignment and transfer of the Shares tendered
hereby (and any and all Distributions in respect of those Shares) in accordance
with the terms of the Offer. In addition, the undersigned shall remit and
transfer promptly to the Depositary for the account of Purchaser all Shares (and
any and all Distributions in respect of those Shares) tendered hereby,
accompanied by appropriate documentation of transfer, and, pending such
remittance and transfer or appropriate assurance thereof, Purchaser shall be
entitled to all rights and privileges as owner of each such Distribution and may
withhold the entire purchase price of the Shares tendered hereby or deduct from
such purchase price the amount or value of such Distribution as determined by
Purchaser in its sole discretion.

     All authority conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned, and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
successors and assigns of the undersigned. Except as stated in the Offer to
Purchase, the tender made by this Letter of Transmittal is irrevocable.

     The undersigned understands that the valid tender of the Shares pursuant to
any one of the procedures described in Section 3 of the Offer to Purchase and in
the Instructions to this Letter of Transmittal will constitute a binding
agreement between the undersigned and Purchaser upon the terms and subject to
the conditions of the Offer (and if the Offer is extended or amended, the terms
or conditions of any such extension or amendment). Without limiting the
foregoing, if the price to be paid in the Offer is amended in accordance with
the terms of the Merger Agreement, the price to be paid to the undersigned will
be the amended price notwithstanding the fact that a different price is stated
in this Letter of Transmittal. The undersigned recognizes that under certain
circumstances set forth in the Offer to Purchase, Purchaser may not be required
to accept for payment any of the Shares tendered hereby.

     Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of all Shares purchased and/or return any
certificates for any Shares not tendered or accepted for payment in the name(s)
of the registered holder(s) appearing above under "Description of the Tendered
Shares." Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the purchase price of all Shares
purchased and/or return any certificates for any Shares not tendered or not
accepted for payment (and any accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing above under "Description of
the Tendered Shares." In the event that the boxes entitled "Special Payment
Instructions" and "Special Delivery Instructions" are both completed, please
issue the check for the purchase price of all Shares purchased and/or return any
certificates evidencing Shares not tendered or not accepted for payment (and any
accompanying documents, as appropriate) in the name(s) of, and deliver such
check and/or return any such certificates (and any accompanying documents, as
appropriate) to, the person(s) so indicated. Unless otherwise indicated herein
in the box entitled "Special Payment Instructions," please credit any Shares
tendered herewith by book-entry transfer that are not accepted for payment by
crediting the account at the Book-Entry Transfer Facility designated above. The
undersigned recognizes that Purchaser has no obligation pursuant to the "Special
Payment Instructions" to transfer any Shares from the name of the registered
holder thereof if Purchaser does not accept for payment any of the Shares so
tendered.

                                        5
<PAGE>   6

------------------------------------------------------
                          SPECIAL PAYMENT INSTRUCTIONS
                        (SEE INSTRUCTIONS 1, 5, 6 AND 7)
------------------------------------------------------

      To be completed ONLY if the check for the purchase price of the Shares
 accepted for payment is to be issued in the name of someone other than the
 undersigned, if certificates for any Shares not tendered or not accepted for
 payment are to be issued in the name of someone other than the any Shares not
 tendered or not accepted and delivered by book-entry transfer that are not
 accepted for payment are to be returned by credit to an account maintained at
 a Book-Entry Transfer Facility other than the account indicated above.

 Issue check and/or stock certificates to:

 Name
 ---------------------------------------------
                                 (PLEASE PRINT)

 Address
 -------------------------------------------
 -----------------------------------------------------
                               (INCLUDE ZIP CODE)

 -----------------------------------------------------
             (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))

                           (SEE SUBSTITUTE FORM W-9)

 [ ]  Credit Shares delivered by book-entry transfer and not purchased to the
      Book-Entry Transfer Facility account.

 -----------------------------------------------------
                                ACCOUNT NUMBER:
------------------------------------------------------

------------------------------------------------------
                         SPECIAL DELIVERY INSTRUCTIONS
                        (SEE INSTRUCTIONS 1, 5, 6 AND 7)
------------------------------------------------------

      To be completed ONLY if certificates for undersigned or if any Shares
 tendered hereby for payment and/or the check for the purchase price of any
 Shares accepted for payment is to be sent to someone other than the
 undersigned or to the undersigned at an address other than that shown under
 "Description of Tendered Shares." Mail check and/or stock certificates to:

 Mail check and/or stock certificates to:

 Name
 ---------------------------------------------
                                 (PLEASE PRINT)

 Address
 -------------------------------------------
 -----------------------------------------------------
                               (INCLUDE ZIP CODE)

 -----------------------------------------------------
             (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))
                           (SEE SUBSTITUTE FORM W-9)

------------------------------------------------------

                                        6
<PAGE>   7

                        IMPORTANT: STOCKHOLDER SIGN HERE
                    (COMPLETE SUBSTITUTE FORM W-9 INCLUDED)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                            SIGNATURE(S) OF OWNER(S)

Dated:
--------------------------- , 2001

(Must be signed by the registered holder(s) exactly as name(s) appear(s) on the
certificate(s) for the Shares or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted with this Letter of Transmittal. If signature is by trustees,
executors, administrators, guardians, attorneys-in-fact, agents, officers of
corporations or others acting in a fiduciary or representative capacity, please
provide the necessary information described in Instruction 5.)

Name(s):
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                 (PLEASE PRINT)

Capacity (Full Title):
--------------------------------------------------------------------------------
Address:
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                               (INCLUDE ZIP CODE)

Area Code and Telephone Number: (   )
                                ------------------------------------------------

Tax Identification or Social Security No.(s)
                                 -----------------------------------------------
                                     (COMPLETE SUBSTITUTE FORM W-9 INCLUDED)

                           GUARANTEE OF SIGNATURE(S)
                           (SEE INSTRUCTIONS 1 AND 5)

Authorized Signature:
                ----------------------------------------------------------------

Name:
--------------------------------------------------------------------------------

Title:
     ---------------------------------------------------------------------------

Name of Firm:
           ---------------------------------------------------------------------

Address:
--------------------------------------------------------------------------------
                               (INCLUDE ZIP CODE)

Area Code and Telephone Number: (   )
                                ------------------------------------------------

Dated:
--------------------------- , 2001

                                        7
<PAGE>   8

                                  INSTRUCTIONS

             FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

     1. GUARANTEE OF SIGNATURES.  No signature guarantee is required on this
Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this Section, includes any
participant in the Book-Entry Transfer Facility's system whose name appears on a
security position listing as the owner of the Shares) of the Shares tendered
herewith, unless such registered holder(s) has completed either the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on the Letter of Transmittal or (b) if such Shares are tendered
for the account of a financial institution (including most commercial banks,
savings and loan associations and brokerage houses) that is a participant in the
Security Transfer Agents Medallion Program, or by any other "eligible guarantor
institution," as such term is defined in Rule l7Ad-15 under the Exchange Act
(each, an "Eligible Institution"). In all other cases, all signatures on this
Letter of Transmittal must be guaranteed by an Eligible Institution. See
Instruction 5.

     2. REQUIREMENTS OF TENDER.  This Letter of Transmittal is to be completed
by stockholders of the Company either if certificates are to be forwarded with
this Letter of Transmittal or, unless an Agent's Message (as defined below) is
utilized, if delivery of the Shares is to be made by book-entry transfer
pursuant to the procedures set forth herein and in Section 3 of the Offer to
Purchase. For a stockholder to validly tender Shares pursuant to the Offer,
either (a) a properly completed and duly executed Letter of Transmittal (or a
manually signed facsimile thereof), together with any required signature
guarantees or an Agent's Message (in connection with book-entry transfer of the
Shares) and any other required documents, must be received by the Depositary at
one of its addresses set forth herein prior to the Expiration Date, or the
expiration of any subsequent offering period, and either (i) certificates for
tendered Shares must be received by the Depositary at one of such addresses
prior to the Expiration Date, or the expiration of any subsequent offering
period, or (ii) Shares must be delivered pursuant to the procedures for
book-entry transfer set forth herein and in Section 3 of the Offer to Purchase
and a Book-Entry Confirmation must be received by the Depositary prior to the
Expiration Date, or the expiration of any Subsequent Offering Period, or (b) the
tendering stockholder must comply with the guaranteed delivery procedures set
forth herein and in Section 3 of the Offer to Purchase.

     Stockholders whose certificates for the Shares are not immediately
available or who cannot deliver their certificates and all other required
documents to the Depositary prior to the Expiration Date, or the expiration of
any Subsequent Offering Period, or who cannot comply with the book-entry
transfer procedures on a timely basis may tender their Shares by properly
completing and duly executing the Notice of Guaranteed Delivery pursuant to the
guaranteed delivery procedures set forth herein and in Section 3 of the Offer to
Purchase.

     Pursuant to such guaranteed delivery procedures, (i) such tender must be
made by or through an Eligible Institution, (ii) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form provided by
Purchaser, must be received by the Depositary prior to the Expiration Date, or
the expiration of any Subsequent Offering Period, and (iii) the certificates for
all tendered Shares, in proper form for transfer (or a Book-Entry Confirmation
with respect to all such tendered Shares), together with a properly completed
and duly executed Letter of Transmittal (or a manually signed facsimile
thereof), with any required signature guarantees, or, in the case of a
book-entry transfer, an Agent's Message in lieu of the Letter of Transmittal,
and any other required documents must be received by the Depositary within three
trading days after the date of execution of such Notice of Guaranteed Delivery.
A "trading day" is any day on which the Nasdaq National Market ("Nasdaq") is
open for business.

     The term "Agent's Message" means a message transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has
received an express acknowledgment from the participant in the Book-Entry
Transfer Facility tendering the Shares which are the subject of the Book-Entry
Confirmation, that such participant has received and agrees to be bound by the
terms of the Letter of Transmittal and that Purchaser may enforce such agreement
against the participant.

     The signatures on this Letter of Transmittal cover the Shares tendered
hereby.

     THE METHOD OF DELIVERY OF ANY SHARE CERTIFICATES, THIS LETTER OF
TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE
BOOK-ENTRY TRANSFER FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING
STOCKHOLDER. THE SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY
THE DEPOSITARY
                                        8
<PAGE>   9

(INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION).
IF DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT THE STOCKHOLDER USE PROPERLY
INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

     No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased. All tendering stockholders, by executing
this Letter of Transmittal (or a manually signed facsimile thereof) waive any
right to receive any notice of acceptance of their Shares for payment.

     3. INADEQUATE SPACE.  If the space provided herein under "Description of
Tendered Shares" is inadequate, the number of Shares tendered and the
certificate numbers with respect to such Shares should be listed on a separate
signed schedule which should be attached to this Letter of Transmittal.

     4. PARTIAL TENDERS.  (Not applicable to stockholders who tender by
book-entry transfer). If fewer than all the Shares evidenced by any certificate
delivered to the Depositary with this Letter of Transmittal are to be tendered
hereby, fill in the number of Shares that are to be tendered in the box entitled
"Total Number of Shares Tendered." In any such case, new certificate(s) for the
remainder of the Shares that were evidenced by the old certificates will be sent
to the registered holder, unless otherwise provided in the appropriate box on
this Letter of Transmittal, as soon as practicable after the Expiration Date, or
the expiration of any subsequent offering period, or the termination of the
Offer. All Shares represented by certificates delivered to the Depositary will
be deemed to have been tendered unless otherwise indicated.

     5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS.  If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the certificate(s) without alteration, enlargement or any change
whatsoever.

     If any of the Shares tendered hereby are held of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.

     If any of the tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of certificates.

     If this Letter of Transmittal or any stock certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to Purchaser of the authority of such person to so act must be
submitted. If this Letter of Transmittal is signed by the registered holder(s)
of the Shares listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment or certificates for any Shares
tendered or not accepted for payment are to be issued in the name of a person
other than the registered holder(s). Signatures on any such certificates or
stock powers must be guaranteed by an Eligible Institution.

     If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares evidenced by certificates listed and
transmitted hereby, the certificates must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on the certificates. Signature(s) on any such
certificates or stock powers must be guaranteed by an Eligible Institution.

     6. STOCK TRANSFER TAXES.  Except as otherwise provided in this Instruction
6, Purchaser will pay all stock transfer taxes with respect to the transfer and
sale of any Shares to it or its order pursuant to the Offer. If, however,
payment of the purchase price of any Shares purchased is to be made to, or if
certificates for any Shares not tendered or not accepted for payment are to be
registered in the name of, any person other than the registered holder(s), or if
tendered certificates are registered in the name of any person other than the
person(s) signing this Letter of Transmittal, the amount of any stock transfer
taxes (whether imposed on the registered holder(s) or such other person) payable
on account of the transfer to such other person will be deducted from the
purchase price of such Shares purchased unless evidence satisfactory to
Purchaser of the payment of such taxes, or exemption therefrom, is submitted.

     Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates evidencing the Shares
tendered hereby.

     7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS.  If a check for the purchase
price of any Shares accepted for payment is to be issued in the name of, and/or
certificates for any Shares not accepted for payment or not tendered are to

                                        9
<PAGE>   10

be issued in the name of and/or returned to, a person other than the signer of
this Letter of Transmittal or if a check is to be sent, and/or such certificates
are to be returned, to a person other than the signer of this Letter of
Transmittal, or to an address other than that shown above, the appropriate boxes
on this Letter of Transmittal should be completed. Any stockholder(s) delivering
Shares by book-entry transfer may request that Shares not purchased be credited
to such account maintained at the Book-Entry Transfer Facility stockholder(s)
may designate in the box entitled "Special Payment Instructions." If no such
instructions are given, any such Shares not purchased will be returned by
crediting the account at the Book-Entry Transfer Facility designated above as
the account from which such Shares were delivered.

     8. BACKUP WITHHOLDING.  In order to avoid "backup withholding" of Federal
income tax on payments of cash pursuant to the Offer, a stockholder surrendering
Shares in the Offer must, unless an exemption applies, provide the Depositary
with such stockholder's correct taxpayer identification number ("TIN") on the
Substitute Form W-9 in this Letter of Transmittal and certify under penalties of
perjury that such TIN is correct and that such stockholder is not subject to
backup withholding. If a tendering stockholder is subject to backup withholding,
such stockholder must cross out item (2) of the Certification box on the
Substitute Form W-9.

     Backup withholding is not an additional income tax. Rather, the amount of
the backup withholding can be credited against the Federal income tax liability
of the person subject to the backup withholding, provided that the required
information is given to the IRS. If backup withholding results in an overpayment
of tax, a refund can be obtained by the stockholder upon filing an income tax
return.

     The stockholder is required to give the Depositary the TIN (i.e., social
security number or employer identification number) of the record owner of the
Shares tendered with this Letter of Transmittal. If the Shares are held in more
than one name or are not in the name of the actual owner, consult the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional guidance on which number to report.

     If the tendering stockholder has not been issued a TIN and has applied for
a TIN or intends to apply for a TIN in the near future, such stockholder should
write "Applied For" in the space provided for the TIN in Part 1 of the
Substitute Form W-9 and sign and date the Substitute Form W-9, and the
stockholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number below in order to avoid backup withholding.
Notwithstanding that the Certificate of Awaiting Taxpayer Identification Number
is completed, the Depositary will withhold 31% on all payments made prior to the
time a properly certified TIN is provided to the Depositary. However, such
amounts will be refunded to such stockholder if a TIN is provided to the
Depositary within 60 days.

     Certain stockholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to backup withholding.
Noncorporate foreign stockholders should complete and sign the main signature
form and a Form W-8, Certificate of Foreign Status, a copy of which may be
obtained from the Depositary, in order to avoid backup withholding. See the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for more instructions.

     9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.  Questions and requests
for assistance or additional copies of the Offer to Purchase, this Letter of
Transmittal, the Notice of Guaranteed Delivery and the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 may be
directed to the Information Agent or the Dealer Manager at the addresses and
phone numbers set forth below, or from brokers, dealers, commercial banks or
trust companies.

     10. WAIVER OF CONDITIONS.  Subject to the Merger Agreement and, in certain
cases, to the receipt of required consent from the parties providing debt and
equity financing for the Offer, Purchaser reserves the absolute right in its
sole discretion to waive, at any time or from time to time, any of the specified
conditions of the Offer, in whole or in part, in the case of any Shares
tendered.

     11. LOST, DESTROYED OR STOLEN CERTIFICATES.  If any certificate(s)
representing Shares has been lost, destroyed or stolen, the stockholder should
promptly notify the Depositary by either checking the box provided under the
table "Description of Tendered Shares" or by calling (800) 568-3476 and
indicating the number of Shares lost. The stockholder will then be instructed as
to the steps that must be taken in order to replace the certificate(s). This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost, destroyed or stolen certificates have been
followed.

                                        10
<PAGE>   11

     IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
HEREOF) TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES (OR, IN THE CASE OF A
BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE) AND ANY OTHER REQUIRED DOCUMENTS, MUST
BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE OR THE EXPIRATION OF
ANY SUBSEQUENT OFFERING PERIOD, AND EITHER CERTIFICATES FOR TENDERED SHARES MUST
BE RECEIVED BY THE DEPOSITARY, OR SHARES MUST BE DELIVERED PURSUANT TO THE
PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE EXPIRATION DATE
(OR THE EXPIRATION OF ANY SUBSEQUENT OFFERING PERIOD), OR THE TENDERING
STOCKHOLDERS MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.

                                        11
<PAGE>   12

                           IMPORTANT TAX INFORMATION

     Under Federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary (as payer) with such
stockholder's correct taxpayer identification number on Substitute Form W-9
below. If such stockholder is an individual, the taxpayer identification number
is his or her social security number. If the Depositary is not provided with the
correct taxpayer identification number, the stockholder may be subject to a $50
penalty imposed by the Internal Revenue Service. In addition, payments that are
made to such stockholder with respect to Shares purchased pursuant to the Offer
may be subject to backup withholding of 31%.

     Certain stockholders (including, among others, all corporations, and
certain foreign individuals and entities) are not subject to these backup
withholding and reporting requirements. In order for a foreign individual to
qualify as an exempt recipient, that stockholder must submit a statement, signed
under penalties of perjury, attesting to that individual's exempt status. Such
statements can be obtained from the Depositary. Exempt stockholders, other than
foreign individuals, should furnish their TIN, write "Exempt" on the face of the
Substitute Form W-9 below, and sign, date and return the Substitute Form W-9 to
the Depositary. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.

     If backup withholding applies, the Depositary is required to withhold 31%
of any payments made to the stockholder. Backup withholding is not an additional
tax. Rather, the tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund may be obtained from the Internal Revenue Service.

PURPOSE OF SUBSTITUTE FORM W-9

     To prevent backup withholding on payments that are made to a stockholder
with respect to Shares purchased pursuant to the Offer, the stockholder is
required to notify the Depositary of such stockholder's correct taxpayer
identification number by completing the form contained herein certifying that
the taxpayer identification number provided on Substitute Form W-9 is correct
(or that such stockholder is awaiting a taxpayer identification number).

WHAT NUMBER TO GIVE THE DEPOSITARY

     The stockholder is required to give the Depositary the social security
number or employer identification number of the record owner of the Shares. If
the Shares are in more than one name or are not in the name of the actual owner,
consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional guidance on which number to report.
If the tendering stockholder has not been issued a TIN and has applied for a TIN
or intends to apply for a TIN in the near future, such stockholder should write
"Applied For" in the space provided for the TIN in Part 1 of the Substitute Form
W-9 and sign and date the Substitute Form W-9, and the stockholder or other
payee must also complete the Certificate of Awaiting Taxpayer Identification
Number below in order to avoid backup withholding. Notwithstanding that the
Certificate of Awaiting Taxpayer Identification Number is completed, the
Depositary will withhold 31% on all payments made prior to the time a properly
certified TIN is provided to the Depositary. However, such amounts will be
refunded to such stockholder if a TIN is provided to the Depositary within 60
days.

                                        12
<PAGE>   13

                          PAYER'S NAME: SUNTRUST BANK

<TABLE>
<S>                                   <C>                                              <C>                    <C>
------------------------------------------------------------------------------------------------------------------------------------

 SUBSTITUTE                            PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT  Social Security Number
 FORM W-9                              RIGHT AND CERTIFY BY SIGNING AND DATING BELOW    --------------------------------------
                                                                                        OR------------------------------------
                                                                                        Employer Identification Number
                                      ------------------------------------------------------------------------------------------
 Department of the Treasury            PART 2 -- Check the box if you are NOT subject to backup withholding under the provisions of
 Internal Revenue Service              Section 3406(a)(1)(C) of the Internal Revenue Code because (1) you are exempt from backup
                                       withholding, or (2) you have not been notified that you are subject to backup withholding as
                                       a result of failure to report all interest or dividends or (3) the Internal Revenue Service
                                       has notified you that you are no longer subject to backup withholding. [ ]
                                      ------------------------------------------------------------------------------------------
 PAYER'S REQUEST FOR TAXPAYER          CERTIFICATION -- UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE     PART 3 --
 IDENTIFICATION NUMBER (TIN)           INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE.

                                       Signature ------------------------------- Date---------------------     Awaiting TIN [ ]
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
      OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
      THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
      NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE
      THE CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.

             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

     I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, 31%
of all payments made to me will be withheld, but that such amounts will be
refunded to me if I then provide a Taxpayer Identification Number within sixty
(60) days.

<TABLE>
<S>                                                                <C>

---------------------------------------------------------          ------------------------------------------------
                        Signature                                                        Date
</TABLE>

     MANUALLY SIGNED FACSIMILE COPIES OF THE LETTER OF TRANSMITTAL WILL BE
ACCEPTED. THE LETTER OF TRANSMITTAL, CERTIFICATES FOR THE SHARES AND ANY OTHER
REQUIRED DOCUMENTS SHOULD BE SENT OR DELIVERED BY EACH STOCKHOLDER OF THE
COMPANY OR SUCH STOCKHOLDER'S BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR
OTHER NOMINEE TO THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH ON THE FIRST
PAGE.

                                       13
<PAGE>   14

     Questions and requests for assistance or for additional copies of the Offer
to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and
other tender offer materials may be directed to the Information Agent or the
Dealer Manager at their respective telephone numbers and locations listed below,
and will be furnished promptly at Purchaser's expense. You may also contact your
broker, dealer, commercial bank, trust company or other nominee for assistance
concerning the Offer.

                    THE INFORMATION AGENT FOR THE OFFER IS:

                               MORROW & CO., INC.
                                445 Park Avenue
                            New York, New York 10022

                          Call Collect (212) 754-8000
           Banks and Brokerage Firms Call: (800) 654-2468 (Toll Free)

              STOCKHOLDERS PLEASE CALL: (800) 607-0088 (TOLL FREE)
                      E-mail: clintrials.info@morrowco.com

                      THE DEALER MANAGER FOR THE OFFER IS:

                            BEAR, STEARNS & CO. INC.
                                245 Park Avenue
                            New York, New York 10167
                           (888) 261-1668 (Toll-Free)

                                        14
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A.3
<SEQUENCE>4
<FILENAME>y45952mex99-a_3.txt
<DESCRIPTION>NOTICE OF GUARANTEED DELIVERY
<TEXT>

<PAGE>   1

                         NOTICE OF GUARANTEED DELIVERY

                                      FOR

                        TENDER OF SHARES OF COMMON STOCK

                                       OF

                            CLINTRIALS RESEARCH INC.
                                       AT

                              $6.00 NET PER SHARE

             PURSUANT TO THE OFFER TO PURCHASE DATED MARCH 5, 2001

                                       BY

                            INDIGO ACQUISITION CORP.
                          A WHOLLY OWNED SUBSIDIARY OF

                        INVERESK RESEARCH (CANADA) INC.
                          A WHOLLY OWNED SUBSIDIARY OF

                        INVERESK RESEARCH GROUP LIMITED

  THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
         TIME, ON MONDAY, APRIL 2, 2001, UNLESS THE OFFER IS EXTENDED.

     This Notice of Guaranteed Delivery, or a form substantially equivalent
hereto, must be used to accept the Offer (as defined below) (i) if certificates
for the Shares (as defined below) are not immediately available, (ii) if the
procedure for book-entry transfer cannot be completed prior to the Expiration
Date (or the expiration of any Subsequent Offering Period) or (iii) if time will
not permit all required documents to reach the Depositary prior to the
Expiration Date (or the expiration of any Subsequent Offering Period). This
Notice of Guaranteed Delivery may be delivered by hand, transmitted by facsimile
or mailed to the Depositary and must include a guarantee by an Eligible
Institution. See Section 3 of the Offer to Purchase. Capitalized terms used and
not otherwise defined herein have meanings ascribed to them in the Offer to
Purchase.
                        THE DEPOSITARY FOR THE OFFER IS:

                                 SUNTRUST BANK

<TABLE>
<S>                                <C>                                <C>
                                                                         By Overnight, Certified or
      By First Class Mail:                 By Hand Delivery:               Express Mail Delivery:
          P.O. Box 4625                   58 Edgewood Avenue                 58 Edgewood Avenue
        Atlanta, GA 30302                      Room 225                           Room 225
                                           Atlanta, GA 30303                  Atlanta, GA 30303

                                      By Facsimile Transmission:
                                            (404) 865-5371

                                    Confirm Facsimile by Telephone
                                                 Only:
                                            (800) 568-3476
</TABLE>

     DELIVERY OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY TO AN
ADDRESS OR VIA FACSIMILE TRANSMISSION OTHER THAN AS SET FORTH ABOVE DOES NOT
CONSTITUTE A VALID DELIVERY.

     THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES.  IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION"
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
<PAGE>   2

Ladies and Gentlemen:

     The undersigned hereby tenders to Indigo Acquisition Corp., a Delaware
corporation ("Purchaser"), which is a wholly owned subsidiary of Inveresk
Research (Canada) Inc., a corporation organized under the laws of Canada
("Inveresk Canada"), which in turn is a wholly owned subsidiary of Inveresk
Research Group Limited, a company organized under the laws of Scotland
("Parent"), upon the terms and subject to the conditions set forth in
Purchaser's Offer to Purchase dated March 5, 2001, (the "Offer to Purchase") and
the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"), receipt of which is
hereby acknowledged, the number of shares set forth below of common stock, par
value $0.01 per share (the "Shares"), of ClinTrials Research Inc., a Delaware
corporation (the "Company"), pursuant to the guaranteed delivery procedures set
forth in Section 3 of the Offer to Purchase.

Number of Shares:
--------------------------------------------------------------------------------

Name(s) of Record Holder(s):
--------------------------------------------------------------------------------
                                 (PLEASE PRINT)

Address(es):
--------------------------------------------------------------------------------
                               (INCLUDE ZIP CODE)

Area Code and Tel. No: (     )
--------------------------------------------------------------------------------

Certificate Nos. (if available):
--------------------------------------------------------------------------------

Taxpayer Identification or Social Security Number(s):
--------------------------------------------------------------------------------

Check box if Shares will be tendered by book-entry transfer:

[ ]  The Depository Trust Company

Signature(s):
--------------------------------------------------------------------------------

Account Number:
--------------------------------------------------------------------------------

Dated:
-------------------------------------------------

             THE GUARANTEE ON THE FOLLOWING PAGE MUST BE COMPLETED.

                                        2
<PAGE>   3

                                   GUARANTEE

                    (Not to be used for signature guarantee)

     The undersigned, a participant in the Security Transfer Agents Medallion
Program, hereby guarantees to deliver to the Depositary, at one of its addresses
set forth above, either the certificates representing the Shares tendered
hereby, in proper form for transfer, or a Book-Entry Confirmation of a transfer
of such Shares into the Depositary's account at The Depository Trust Company, in
any such case together with a properly completed and duly executed Letter of
Transmittal, or a manually signed facsimile thereof, with any required signature
guarantees or an Agent's Message, and any other documents required by the Letter
of Transmittal within three Nasdaq National Market trading days after the date
of execution of this Notice of Guaranteed Delivery.

     The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for Shares to the Depositary within the time period shown herein.
Failure to do so could result in financial loss to such Eligible Institution.

Name of Firm:
--------------------------------------------------------------------------------
                                  (AUTHORIZED SIGNATURE)

Address:
--------------------------------------------------------------------------------
                                      (ZIP CODE)

Area Code and Tel. No: (   )
--------------------------------------------------------------------------------

Name:
--------------------------------------------------------------------------------

Title:
--------------------------------------------------------------------------------

Dated:                                    , 2001
-----------------------------------------

          NOTE:  DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE.
       SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

                                        3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A.4
<SEQUENCE>5
<FILENAME>y45952mex99-a_4.txt
<DESCRIPTION>SUBSTITUTE FORM W-9
<TEXT>

<PAGE>   1

            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. -- Social Security numbers have nine digits separated by two hyphens:
i.e. 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e. 00-0000000. The table below will help determine the number
to give the payer.

<TABLE>
<CAPTION>
------------------------------------------------------------
                                              GIVE THE
                                           SOCIAL SECURITY
       FOR THIS TYPE OF ACCOUNT:              NUMBER OF
------------------------------------------------------------
<C>  <S>                                 <C>
 1.  An individual's account             The individual
 2.  Two or more individuals (joint      The actual owner of
     account)                            the account or, if
                                         combined funds, the
                                         first individual on
                                         the account(1)
 3.  Custodian account of a minor        The minor(2)
     (Uniform Gift to Minors Act)
 4.  a. The usual revocable savings      The grantor-
        trust account (grantor is also   trustee(1)
        trustee)
     b. So-called trust account that is  The actual owner(1)
        not a legal or valid trust
        under State law
 5.  Sole proprietorship account         The owner(3)
 6.  Sole proprietorship                 The owner(3)
 7.  A valid estate or pension trust     The legal entity
                                         (Do not furnish the
                                         identifying number
                                         of the personal
                                         representative or
                                         trustee unless the
                                         legal entity itself
                                         is not designated
                                         in the account
                                         title.)(4)
------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
------------------------------------------------------------
                                          GIVE THE EMPLOYER
                                           IDENTIFICATION
FOR THIS TYPE OF ACCOUNT:                     NUMBER OF
------------------------------------------------------------
<C>  <S>                                 <C>
 8.  Corporate account                   The corporation
 9.  Religious, charitable or            The organization
     educational organization account
10.  Partnership account held in the     The partnership
     name of the partnership
11.  Association, club or other tax-     The organization
     exempt organization
12.  A broker or registered nominee      The broker or
                                         nominee
13.  Account with the Department of      The public entity
     Agriculture in the name of a
     public entity (such as a state or
     local government, school district
     or prison) that receives
     agricultural program payments

------------------------------------------------------------
</TABLE>

(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name, but you may also enter your business or
    "doing business as" name. You may use either your social security number or
    employer identification number.
(4) List first and circle the name of the legal trust, estate or pension trust.

NOTE: If no name is circled when there is more than one name, the number will be
      considered to be that of the first name listed.
<PAGE>   2

            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSTITUTE FORM W-9

                                     PAGE 2

OBTAINING A NUMBER
If you do not have a TIN or you do not know your number, obtain Form SS-5,
Application for a Social Security Number Card (for individuals), or Form SS-4,
Application for Employer Identification Number (for business and all other
entities), at the local office of the Social Security Administration or the
Internal Revenue Service and apply for a number.

PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on broker transactions
include the following:
  - A corporation.
  - An organization exempt from tax under section 501(a) of the Internal Revenue
    Code of 1986, as amended (the "Code"), or an individual retirement plan.
  - The United States of America (the "U.S.") or any of its agencies or
    instrumentalities.
  - A state, the District of Columbia, a possession of the U.S. or any of their
    political subdivisions or instrumentalities.
  - A foreign government or any of its political subdivisions, agencies or
    instrumentalities.
  - An international organization or any of its agencies or instrumentalities.
  - A foreign central bank of issue.
  - A dealer in securities or commodities required to register in the U.S. or a
    possession of the U.S.
  - A futures commission merchant registered with the Commodity Futures Trading
    Commission.
  - A real estate investment trust.
  - An entity registered at all times during the tax year under the Investment
    Company Act of 1940.
  - A common trust fund operated by a bank under section 584(a) of the Code.
  - A financial institution.
  - A person registered under the Investment Advisors Act of 1940 who regularly
    acts as a broker.
  Payments of dividends not generally subject to backup withholding include the
following:
  - Payments to nonresident aliens subject to withholding under Section 1441 of
    the Code.
  - Payments to partnership not engaged in a trade or business in the U.S. and
    which have at least one nonresident partner.
  - Payments described in Section 404(k) of the Code made by an employee stock
    ownership plan.
  - Payments made by certain foreign organizations.
  Payments of interest not generally subject to backup withholding include the
following:
  - Payments of interest on obligations issued by individuals. Note: You may be
    subject to backup withholding if this interest is $600 or more and is paid
    in the course of the payer's trade or business and you have not provided
    your correct TIN to the payer.

  - Payments of tax-exempt interest (including exempt interest dividends under
    section 852 of the Code).
  - Payments described in section 6049(b)(5) of the Code to nonresident aliens.
  - Payments on tax-free covenant bonds under section 1451 of the Code.
  - Payments made by certain foreign organizations.
  - Mortgage interest paid to you.

Exempt payees described above should complete a Substitute Form W-9 to avoid
possible erroneous backup withholding. YOU MUST FILE THE FORM W-9 WITH THE
PAYER. FURNISH YOUR TIN, WRITE "EXEMPT" ON THE FACE OF THE FORM W-9, SIGN AND
DATE THE FORM W-9 AND RETURN IT TO THE PAYER. IF YOU ARE A NONRESIDENT ALIEN OR
A FOREIGN ENTITY NOT SUBJECT TO BACK-UP WITHHOLDING, FILE WITH THE PAYER A
COMPLETED INTERNAL REVENUE FORM W-8BEN (CERTIFICATE OF FOREIGN STATUS).

  Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see Sections 6041, 6041A(a), 6042, 6044, 6045, 6049
and 6050A and 6050N of the Code and the regulations promulgated therein.

PRIVACY ACT NOTICE.--Section 6109 of the Code requires most recipients of
dividends, interest, or other payments to give their TIN to payers who must
report the payments to IRS. The IRS uses the TIN for identification purposes.
Payers must generally withhold 31% of taxable interest, dividends, and certain
other payments to a payee who does not furnish a TIN to a payer. Certain
penalties may also apply.

PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TIN.--If you fail to furnish your TIN to a
payer, you are subject to a penalty of $50 for each such failure unless your
failure is due to reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.

                       FOR ADDITIONAL INFORMATION CONTACT
                         YOUR TAX CONSULTANT OR THE IRS
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A.5
<SEQUENCE>6
<FILENAME>y45952mex99-a_5.txt
<DESCRIPTION>FORM OF BROKER, DEALER LETTER
<TEXT>

<PAGE>   1

                           OFFER TO PURCHASE FOR CASH
                     ALL OUTSTANDING SHARES OF COMMON STOCK

                                       OF

                            CLINTRIALS RESEARCH INC.

                                       AT

                              $6.00 NET PER SHARE

                                       BY

                            INDIGO ACQUISITION CORP.
                          A WHOLLY OWNED SUBSIDIARY OF

                        INVERESK RESEARCH (CANADA) INC.
                          A WHOLLY OWNED SUBSIDIARY OF

                        INVERESK RESEARCH GROUP LIMITED

  THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
         TIME, ON MONDAY, APRIL 2, 2001, UNLESS THE OFFER IS EXTENDED.

                                                                   March 5, 2001

To Brokers, Dealers, Commercial Banks,
  Trust Companies and other Nominees:

     We have been engaged by Indigo Acquisition Corp., a Delaware corporation
("Purchaser"), which is a wholly owned subsidiary of Inveresk Research (Canada)
Inc., a corporation organized under the laws of Canada ("Inveresk Canada"),
which in turn is a wholly owned subsidiary of Inveresk Research Group Limited, a
company organized under the laws of Scotland ("Parent"), to act as Dealer
Manager in connection with Purchaser's offer to purchase all outstanding shares
of common stock, par value $0.01 per share (the "Shares"), of ClinTrials
Research Inc., a Delaware corporation (the "Company"), at $6.00 per Share, net
to the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated March 5, 2001 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer") enclosed herewith.
Please furnish copies of the enclosed materials to those of your clients for
whom you hold Shares registered in your name or in the name of your nominee.

     The Offer is being made in accordance with an Agreement and Plan of Merger
(the "Merger Agreement"), dated as of February 22, 2001, by and among Parent,
Purchaser and the Company. The Merger Agreement provides for, among other
things, the making of the Offer by Purchaser, and further provides that
Purchaser will merge with and into the Company (the "Merger") as soon as
practicable following the satisfaction or waiver of each of the conditions to
the Merger set forth in the Merger Agreement. Following the Merger, the Company
will continue as the surviving corporation, wholly owned by Inveresk Canada, and
the separate corporate existence of Purchaser will cease.

     THE BOARD OF DIRECTORS OF THE COMPANY, AT A MEETING HELD ON FEBRUARY 22,
2001, BY UNANIMOUS VOTE DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER
ARE FAIR TO AND IN THE BEST INTERESTS OF THE COMPANY AND THE COMPANY'S
STOCKHOLDERS, APPROVED THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE
MERGER AGREEMENT AND APPROVED THE MERGER AGREEMENT. THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER, TENDER
THEIR SHARES IN RESPONSE TO THE OFFER AND, IF
<PAGE>   2

REQUIRED UNDER DELAWARE LAW OR THE COMPANY'S CERTIFICATE OF INCORPORATION OR
BYLAWS, VOTE TO ADOPT THE MERGER AGREEMENT.

     THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (A) A NUMBER OF SHARES
BEING VALIDLY TENDERED AND NOT WITHDRAWN ON THE APPLICABLE EXPIRATION DATE (AS
DEFINED IN THE OFFER TO PURCHASE) OF THE OFFER THAT, TOGETHER WITH ANY SHARES
OWNED BY PARENT OR ANY OF ITS AFFILIATES (INCLUDING PURCHASER), REPRESENTS AT
LEAST A MAJORITY OF THE TOTAL NUMBER OF ALL OUTSTANDING SHARES PLUS ALL SHARES
ISSUABLE UPON EXERCISE OF OPTIONS AND OTHER SIMILAR RIGHTS TO PURCHASE SHARES
AND (B) THE RECEIPT OF APPROVALS REQUIRED BY OR THE EXPIRATION OR TERMINATION OF
THE APPLICABLE WAITING PERIOD UNDER UNITED STATES AND EUROPEAN ANTITRUST AND
COMPETITION LAWS. THE OFFER IS ALSO SUBJECT TO THE SATISFACTION OR WAIVER OF
CERTAIN OTHER CONDITIONS. SEE SECTIONS 1 AND 13 OF THE OFFER TO PURCHASE.

     For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are enclosing
the following documents:

          1. Offer to Purchase dated March 5, 2001;

          2. Letter of Transmittal to be used by stockholders of the Company in
     accepting the Offer (facsimile copies of the Letter of Transmittal may be
     used to tender Shares);

          3. Notice of Guaranteed Delivery to be used to accept the Offer if
     certificates for the Shares and all other required documents cannot be
     delivered to SunTrust Bank (the "Depositary"), or if the procedures for
     book-entry transfer cannot be completed, by the Expiration Date or the
     expiration of any Subsequent Offering Period (each as defined in the Offer
     to Purchase);

          4. A printed form of letter which may be sent to your clients for
     whose accounts you hold Shares registered in your name or in the name of
     your nominee, with space provided for obtaining such clients' instructions
     with regard to the Offer;

          5. A letter to stockholders of the Company from Paul Ottaviano,
     President and Chief Executive Officer of the Company, together with a
     Solicitation/Recommendation Statement on Schedule 14D-9 dated March 5,
     2001, which has been filed by the Company with the Securities and Exchange
     Commission which includes the recommendation of the Board of Directors of
     the Company that stockholders accept the Offer and tender their Shares to
     Purchaser pursuant to the Offer;

          6. Guidelines of the Internal Revenue Service for Certification of
     Taxpayer Identification Number on Substitute Form W-9; and

          7. A return envelope addressed to the Depositary.

     Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such extension
or amendment), Purchaser will accept for payment and pay for any Shares validly
tendered (and not properly withdrawn) prior to the Expiration Date, or any
Subsequent Offering Period, when permitted, when, as and if Purchaser gives oral
or written notice to the Depositary of Purchaser's acceptance of such Shares for
payment pursuant to the Offer. If on the Expiration Date the number of Shares
that have been properly tendered and not subsequently withdrawn represents more
than 50% but less than 90% of the outstanding Shares (calculated on a fully
diluted basis), Purchaser intends to elect to provide a Subsequent Offering
Period pursuant to Rule 14d-11 of the Securities Exchange Act of 1934, as
amended. In all cases payment for any Shares purchased pursuant to the Offer
will be made only after timely receipt by the Depositary of (i) certificates for
those Shares, or a timely confirmation of a book-entry transfer of such Shares
into the Depositary's account at The Depository Trust Company, pursuant to the
procedures described in Section 3 of the Offer to Purchase, (ii) the Letter of
Transmittal or a manually signed facsimile of the Letter of Transmittal properly
completed and duly executed with any required signature guarantees, or, in the
case of a book-entry transfer, an Agent's Message (as defined in the Offer to
Purchase) and (iii) all other documents required by the Letter of Transmittal.
Accordingly, tendering stockholders may be paid at different times depending
upon when certificates for Shares or Book-Entry Confirmations (as defined in the
Offer to Purchase) with respect to Shares are actually received by the
Depositary. UNDER NO CIRCUMSTANCES WILL PURCHASER PAY INTEREST ON THE PURCHASE
PRICE OF THE SHARES
                                        2
<PAGE>   3

TO BE PAID BY THE PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY
DELAY IN PAYING FOR SHARES.

     Purchaser will not pay any fees or commissions to any broker or dealer or
other person (other than the Depositary, the Information Agent and the Dealer
Manager as described in the Offer to Purchase) for soliciting tenders of the
Shares pursuant to the Offer. Purchaser will, however, upon request, reimburse
brokers, dealers, commercial banks and trust companies for customary mailing and
handling costs incurred by them in forwarding the enclosed materials to their
customers.

     Purchaser will pay or cause to be paid all stock transfer taxes applicable
to its purchase of the Shares pursuant to the Offer, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.

     WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MONDAY, APRIL 2, 2001, UNLESS THE OFFER IS EXTENDED.

     In order to take advantage of the Offer, (i) a duly executed and properly
completed Letter of Transmittal (or a manually signed facsimile thereof), with
any required signature guarantees, or an Agent's Message (as defined in the
Offer to Purchase) in connection with a book-entry transfer of the Shares, and
any other required documents, should be sent to the Depositary and (ii)
certificates representing the tendered Shares should be delivered or tendered by
book-entry transfer, all in accordance with the Instructions set forth in the
Letter of Transmittal and in the Offer to Purchase.

     If holders of the Shares wish to tender, but it is impracticable for them
to forward their certificates or other required documents or to complete the
procedures for delivery by book-entry transfer prior to the Expiration Date, a
tender may be effected by following the guaranteed delivery procedures specified
in Section 3 of the Offer to Purchase.

     Any inquiries you may have with respect to the Offer should be addressed
to, and additional copies of the enclosed materials may be obtained from, the
Information Agent or the undersigned at the addresses and telephone numbers set
forth on the back cover of the Offer to Purchase.

                                          Very truly yours,

                                          Bear, Stearns & Co. Inc.

     NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
AS AN AGENT OF PURCHASER, PARENT, INVERESK CANADA, THE COMPANY, THE DEALER
MANAGER, THE INFORMATION AGENT, THE DEPOSITARY, OR ANY AFFILIATE OF ANY OF THE
FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY
STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE
DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

                                        3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A.6
<SEQUENCE>7
<FILENAME>y45952mex99-a_6.txt
<DESCRIPTION>FORM OF CLIENT LETTER
<TEXT>

<PAGE>   1

                           OFFER TO PURCHASE FOR CASH

                     ALL OUTSTANDING SHARES OF COMMON STOCK

                                       OF

                            CLINTRIALS RESEARCH INC.

                                       AT

                              $6.00 NET PER SHARE

                                       BY

                            INDIGO ACQUISITION CORP.
                           A WHOLLY OWNED SUBSIDIARY

                                       OF

                        INVERESK RESEARCH (CANADA) INC.
                           A WHOLLY OWNED SUBSIDIARY

                                       OF

                        INVERESK RESEARCH GROUP LIMITED

  THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
         TIME, ON MONDAY, APRIL 2, 2001, UNLESS THE OFFER IS EXTENDED.

                                                                   March 5, 2001

To Our Clients:

     Enclosed for your consideration are the Offer to Purchase dated March 5,
2001 (the "Offer to Purchase") and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer") in connection with the offer by Indigo Acquisition Corp., a Delaware
corporation ("Purchaser"), which is a wholly owned subsidiary of Inveresk
Research (Canada) Inc., a corporation organized under the laws of Canada
("Inveresk Canada"), which, in turn, is a wholly owned subsidiary of Inveresk
Research Group Limited ("Parent"), a company organized under the laws of
Scotland, to purchase all outstanding shares of common stock, par value $0.01
per share (the "Shares"), of ClinTrials Research Inc., a Delaware corporation
(the "Company"), at $6.00 per Share, net to the seller in cash, upon the terms
and subject to the conditions set forth in the Offer to Purchase. Also enclosed
is the Letter to Stockholders of the Company from Paul Ottaviano, President and
Chief Executive Officer of the Company, accompanied by the Company's
Solicitation/Recommendation Statement on Schedule 14D-9.

     WE (OR OUR NOMINEES) ARE THE HOLDER OF RECORD OF SHARES HELD FOR YOUR
ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD
AND PURSUANT TO YOUR INSTRUCTIONS. THE ENCLOSED LETTER OF TRANSMITTAL IS
FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER
SHARES HELD BY US FOR YOUR ACCOUNT.

     We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer. Your attention is invited to the following:

          1. The tender price is $6.00 per Share, net to you in cash, without
     interest thereon, upon the terms and subject to the conditions set forth in
     the Offer.

          2. The Offer is being made for all outstanding Shares.
<PAGE>   2

          3. This Offer is being made pursuant to an Agreement and Plan of
     Merger (the "Merger Agreement") dated as of February 22, 2001, by and among
     Parent, Purchaser and the Company. The Board of Directors of the Company,
     at a meeting held on February 22, 2001, by unanimous vote determined that
     the terms of the Offer and the Merger are fair to, and in the best
     interests of, the Company and the Company's stockholders, approved the
     Merger and the other transactions contemplated by the Merger Agreement and
     approved the Merger Agreement. The Board of Directors unanimously
     recommends that the Company's stockholders accept the Offer, tender their
     Shares in the Offer and, if required under Delaware law or the Company's
     Certificate of Incorporation or Bylaws, vote to adopt the Merger Agreement.

          4. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK
     CITY TIME, ON MONDAY, APRIL 2, 2001, UNLESS THE PURCHASER EXTENDS THE TIME
     DURING WHICH THE OFFER IS OPEN. IF ON THE EXPIRATION OF THE OFFER THE
     NUMBER OF SHARES THAT HAVE BEEN PROPERLY TENDERED AND NOT SUBSEQUENTLY
     WITHDRAWN REPRESENTS MORE THAN 50% BUT LESS THAN 90% OF THE OUTSTANDING
     SHARES (CALCULATED ON A FULLY DILUTED BASIS), PURCHASER INTENDS TO ELECT TO
     PROVIDE A SUBSEQUENT OFFERING PERIOD PURSUANT TO RULE 14d-11 UNDER THE
     SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

          5. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (A) A NUMBER OF
     SHARES BEING VALIDLY TENDERED AND NOT WITHDRAWN ON THE APPLICABLE
     EXPIRATION DATE OF THE OFFER THAT, TOGETHER WITH ANY SHARES OWNED BY PARENT
     OR ANY OF ITS AFFILIATES (INCLUDING PURCHASER), REPRESENTS AT LEAST A
     MAJORITY OF THE TOTAL NUMBER OF ALL OUTSTANDING SHARES PLUS ALL SHARES
     ISSUABLE UPON EXERCISE OF OPTIONS AND OTHER SIMILAR RIGHTS TO PURCHASE
     SHARES AND (B) THE RECEIPT OF APPROVALS REQUIRED BY OR THE EXPIRATION OR
     TERMINATION OF THE APPLICABLE WAITING PERIODS UNDER UNITED STATES AND
     EUROPEAN ANTITRUST AND COMPETITION LAWS. THE OFFER IS ALSO SUBJECT TO THE
     SATISFACTION OR WAIVER OF CERTAIN OTHER CONDITIONS. SEE SECTIONS 1 AND 13
     OF THE OFFER TO PURCHASE.

          6. Any stock transfer taxes applicable to the sale of the Shares to
     Purchaser pursuant to the Offer will be paid by Purchaser, except as
     otherwise provided in Instruction 6 of the Letter of Transmittal.

          7. Stockholders of record who tender Shares directly will not be
     obligated to pay brokerage fees or commissions to the Dealer Manager, the
     Depositary or the Information Agent or, except as set forth in Instruction
     6 of the Letter of Transmittal, stock transfer taxes on the purchase of
     Shares by Purchaser pursuant to the Offer. However, Federal income tax
     backup withholding at a rate of 31% may be required, unless an exemption is
     provided or unless the required taxpayer identification information is
     provided. See Instruction 8 of the Letter of Transmittal.

                                        2
<PAGE>   3

     If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form set forth
on the reverse side of this letter. An envelope to return your instructions to
us is enclosed. If you authorize the tender of your Shares, all such Shares will
be tendered unless otherwise specified on the reverse side of this letter. YOUR
INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A
TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.

     In all cases payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by SunTrust Bank (the "Depositary") of
(i) certificates for those Shares, or timely confirmation of a book-entry
transfer of those Shares into the Depositary's account at the Depository Trust
Company, pursuant to the procedures described in Section 3 of the Offer to
Purchase, (ii) the Letter of Transmittal or a manually signed facsimile of the
Letter of Transmittal, properly completed and duly executed, with any required
signature guarantees, or, in the case of a book-entry transfer, an Agent's
Message (as defined in the Offer to Purchase) and (iii) any other documents
required by the Letter of Transmittal. Accordingly, tendering stockholders may
be paid at different times depending upon when certificates for Shares or
Book-Entry Confirmations (as defined in the Offer to Purchase) with respect to
Shares are actually received by the Depositary. UNDER NO CIRCUMSTANCES WILL
PURCHASER PAY INTEREST ON THE PURCHASE PRICE OF THE SHARES TO BE PAID BY THE
PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN PAYING FOR
SHARES.

     The Offer is being made solely by the Offer to Purchase and the related
Letter of Transmittal and is being made to all holders of the Shares. Purchaser
is not aware of any state where the making of the Offer is prohibited by
administrative or judicial action pursuant to any valid state statute. If
Purchaser becomes aware of any valid state statute prohibiting the making of the
Offer or the acceptance of the Shares pursuant thereto, Purchaser shall make a
good faith effort to comply with such statute or seek to have such statute
declared inapplicable to the Offer. If, after such good faith effort, Purchaser
cannot comply with such state statute, the Offer will not be made to (nor will
tenders be accepted from or on behalf of) holders of the Shares in such state.
In those jurisdictions where the blue sky or other laws require the Offer to be
made by a licensed broker or dealer, the Offer is being made on behalf of
Purchaser by the Dealer Manager or one or more registered brokers or dealers
licensed under the laws of such jurisdictions.

                                        3
<PAGE>   4

                        INSTRUCTIONS WITH RESPECT TO THE
                           OFFER TO PURCHASE FOR CASH
                     ALL OUTSTANDING SHARES OF COMMON STOCK

                                       OF

                            CLINTRIALS RESEARCH INC.

                                       BY

                            INDIGO ACQUISITION CORP.
                          A WHOLLY OWNED SUBSIDIARY OF

                        INVERESK RESEARCH (CANADA) INC.
                          A WHOLLY OWNED SUBSIDIARY OF

                        INVERESK RESEARCH GROUP LIMITED

     The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated March 5, 2001 (the "Offer to Purchase"), and the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer") in connection with the Offer by
Indigo Acquisition Corp., a Delaware corporation, which is a wholly owned
subsidiary of Inveresk Research (Canada) Inc., a corporation organized under the
laws of Canada ("Inveresk Canada"), which in turn is a wholly owned subsidiary
of Inveresk Research Group Limited, a company organized under the laws of
Scotland ("Parent"), to purchase all outstanding shares of common stock, par
value $0.01 per share (the "Shares"), of ClinTrials Research Inc., a Delaware
corporation (the "Company"), at $6.00 per Share, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Offer.

     This will instruct you to tender to Purchaser the number of Shares
indicated below (or if no number is indicated below, all Shares) held by you for
the account of the undersigned, upon the terms and subject to the conditions set
forth in the Offer.

   Number of Shares to be tendered:*
   --------------------------------------------------------------------------

   Certificate Nos. (if available):
   --------------------------------------------------------------------------

   Account No.:
   --------------------------------------------------------------------------

   Dated:
   ------------------------------ , 2001

                                   SIGN HERE

   Signature(s):
   --------------------------------------------------------------------------

   Please type or print Name(s):
   --------------------------------------------------------------------------

   Please type or print address(es):
   --------------------------------------------------------------------------

   Area Code and Telephone Number: (   )

 -------------------------------------------------------------------------------

   Taxpayer Identification or Social Security Number(s):
   -------------------------------------------------------------------

---------------
* Unless otherwise indicated, it will be assumed that all Shares held by us for
  your account are to be tendered.
                                        4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A.7
<SEQUENCE>8
<FILENAME>y45952mex99-a_7.txt
<DESCRIPTION>SUMMARY NEWSPAPER ADVERTISMENT
<TEXT>

<PAGE>   1
      This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares (as defined below). The Offer (as defined below) is made
solely by the Offer to Purchase, dated March 5, 2001, and the related Letter of
Transmittal (and any amendments or supplements thereto) and is not being made to
(nor will tenders be accepted from or on behalf of) holders of Shares in any
jurisdiction in which the making of the Offer or the acceptance of Shares would
not be in compliance with the laws of such jurisdiction. In any jurisdiction in
which the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer shall be deemed to be made on behalf of
Purchaser (as defined below) by Bear, Stearns & Co. Inc., the Dealer Manager for
the Offer, or one or more registered brokers or dealers licensed under the laws
of such jurisdiction.

  NOTICE OF OFFER TO PURCHASE FOR CASH ALL OF THE OUTSTANDING SHARES OF COMMON
                       STOCK OF CLINTRIALS RESEARCH INC.
                                       AT
                              $6.00 NET PER SHARE
                                       BY
                            INDIGO ACQUISITION CORP.
                          A WHOLLY OWNED SUBSIDIARY OF
                        INVERESK RESEARCH (CANADA) INC.
                          A WHOLLY OWNED SUBSIDIARY OF
                        INVERESK RESEARCH GROUP LIMITED

      Indigo Acquisition Corp., a Delaware corporation ("Purchaser"), which is a
wholly owned subsidiary of Inveresk Research (Canada) Inc., a corporation
organized under the laws of Canada ("Inveresk Canada"), which, in turn, is a
wholly owned subsidiary of Inveresk Research Group Limited, a company organized
under the laws of Scotland ("Parent"), is offering to purchase all of the
outstanding shares of common stock, par value $0.01 per share (the "Shares"), of
ClinTrials Research Inc., a Delaware corporation (the "Company"), at $6.00 per
Share, net to the seller in cash (less any required withholding taxes), without
interest, on the terms and subject to the conditions set forth in the Offer to
Purchase, dated March 5, 2001, and in the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer"). Tendering stockholders who have Shares registered in their names and
who tender directly to SunTrust Bank (the "Depositary") will not be obligated to
pay brokerage fees or commissions or, except as set forth in the Letter of
Transmittal, transfer taxes on the purchase of Shares by Purchaser pursuant to
the Offer. Stockholders who hold their Shares through a broker or bank or other
nominee should consult such institution as to whether it charges any service
fees. The purpose of the Offer is for Parent, indirectly through Purchaser, to
acquire a majority voting interest in the Company as the first step in a
business combination. Following the consummation of the Offer, Purchaser intends
to effect the Merger (as defined below).

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MONDAY, APRIL 2, 2001, UNLESS THE OFFER IS EXTENDED.

      The Offer is conditioned upon, among other things, (a) a number of Shares
being validly tendered and not withdrawn on the applicable expiration date (as
defined below) that, together with any Shares owned by Parent or any of its
affiliates (including Purchaser) represents at least a majority of the total
number of all outstanding Shares plus all Shares issuable upon exercise of
options and other similar rights to purchase Shares (the "Minimum Condition")
and (b) the receipt of approvals required by or the expiration or termination of
the applicable waiting periods under United States and European Antitrust and
Competition Laws. The Offer is also subject to the satisfaction or waiver of
certain other conditions. See Sections 1 and 13 of the Offer to Purchase.

      The Offer is being made pursuant to the Agreement and Plan of Merger,
dated as of February 22, 2001 (the "Merger Agreement"), by and among Parent,
Purchaser and the Company which provides that, among other things, Purchaser
will make the Offer and that as soon as practicable after completion of the
Offer, receipt of any required approval by the Company's stockholders of the
Merger Agreement and the satisfaction or waiver of the other conditions set
forth in the Merger Agreement, Purchaser will be merged with and into the
Company in accordance with the relevant provisions of the General Corporation
Law of the State of Delaware (the "DGCL"), with the Company continuing as the
surviving corporation (the "Merger"). At the effective time of the Merger (the
"Effective Time"), each then outstanding Share not owned by Parent or any of its
affiliates or held in treasury by the Company or any subsidiary of the Company,
all of which will be canceled and retired and will cease to exist (other than
Shares held by stockholders of the Company who properly exercise dissenters'
rights under the applicable provisions of the DGCL), will be converted into the
right to receive the price per Share paid pursuant to the Offer, without
interest, as set forth in the Merger Agreement and described in the Offer to
Purchase (the "Merger Consideration"). Simultaneously with entering into the
Merger Agreement, Purchaser and Parent entered into a Stockholders Agreement
(the "Stockholders Agreement") with certain stockholders of the Company pursuant
to which, among other things, such stockholders have agreed to tender their
Shares pursuant to the Offer. The stockholders that are parties to the
Stockholders Agreement collectively own approximately 21% of all outstanding
Shares as of February 22, 2001. The Merger Agreement and the Stockholders
Agreement are more fully described in the Offer to Purchase.

      The Board of Directors of the Company, at a meeting held on February 22,
2001, by unanimous vote, determined that the terms of the Offer and the Merger
are fair to and in the best interests of the Company and the Company's
stockholders, approved the Merger and the other transactions contemplated by the
Merger Agreement and approved the Merger Agreement. The Board of Directors
unanimously recommends that the Company's stockholders accept the Offer, tender
their Shares in the Offer and, if required under DGCL or the Company's
Certificate of Incorporation or Bylaws, vote to adopt the Merger Agreement.
<PAGE>   2
      For purposes of the Offer, Purchaser will be deemed to have accepted for
payment pursuant to the Offer, and thereby purchased, Shares properly tendered
and not properly withdrawn as, if and when Purchaser gives oral or written
notice to the Depositary of Purchaser's acceptance for payment of such Shares.
On the terms and subject to the conditions of the Offer, payment for Shares
accepted for payment pursuant to the Offer will be made by deposit of the
purchase price for those Shares with the Depositary, which will act as agent for
the tendering stockholders for the purpose of receiving payment from Purchaser
and transmitting such payment to tendering stockholders. In all cases, payment
for Shares accepted for payment pursuant to the Offer will be made only after
timely receipt by the Depositary of (i) certificates for those Shares or timely
confirmation of a book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility (as defined in the Offer to
Purchase), pursuant to the procedure set forth in Section 2 of the Offer to
Purchase, (ii) the Letter of Transmittal or a manually signed facsimile of the
Letter of Transmittal, properly completed and duly executed with any required
signature guarantees or, in the case of a book-entry transfer, an Agent's
Message (as defined in the Offer to Purchase), and (iii) any other documents
required by the Letter of Transmittal. Under no circumstances will Purchaser pay
interest on the purchase price of Shares regardless of any extension of the
Offer or of any delay in paying for Shares.

      Subject to the applicable rules and regulations of the Securities and
Exchange Commission and to applicable law, Purchaser may (i) extend and
re-extend the Offer on one or more occasions for such period as may be
determined by Purchaser in its sole discretion (each such extension period not
to exceed 20 business days at a time), if at the then scheduled Expiration Date
(as defined below) any of the conditions to Purchaser's obligations to accept
for payment and pay for Shares are not satisfied or waived, (ii) extend and
re-extend the Offer for any period required by any rule, regulation,
interpretation or position of the Securities and Exchange Commission or the
staff thereof applicable to the Offer and (iii) extend and re-extend the Offer
on one or more occasions for an aggregate period of not more than 15 business
days if the Minimum Condition has been satisfied but less than 90% of the total
number of all outstanding Shares plus all Shares issuable upon exercise of
options and other similar rights to purchase Shares has been validly tendered
and not properly withdrawn as of the Expiration Date; provided, however, that if
Purchaser elects to extend the Offer for this reason, then all remaining
conditions to the Offer will be deemed to be irrevocably waived, except for the
Minimum Condition and except insofar as the conditions relate to or are based
upon (x) the illegality of the consummation of the Offer or the Merger; (y)
breach by the Company of any covenant contained in the Merger Agreement; or (z)
failure of any representation or warranty made by the Company in the Merger
Agreement to be true and correct as of the date of the Merger Agreement. Any
such extension will be followed by a public announcement thereof no later than
9:00 a.m., New York City time, on the next business day after the previously
scheduled Expiration Date. The term "Expiration Date" means 12:00 Midnight, New
York City time, on April 2, 2001, unless Purchaser, in accordance with the terms
of the Merger Agreement, extends the period of time for which the Offer is open,
in which event the term "Expiration Date" shall mean the latest time and date at
which the Offer, as so extended by Purchaser, will expire.

      Subject to the terms of the Merger Agreement and the applicable rules and
regulations of the Securities and Exchange Commission, Purchaser expressly
reserves the right, in its sole discretion, at any time or from time to time, to
extend the offering period by giving oral or written notice of such extension to
the Depositary. During any such extension of the offering period, all Shares
previously tendered and not withdrawn will remain subject to the Offer, subject
to the right of a tendering stockholder to withdraw that stockholder's Shares.
Subject to the applicable rules and regulations of the Securities and Exchange
Commission and the terms of the Merger Agreement, Purchaser also expressly
reserves the right, in its sole discretion, at any time or from time to time, to
(i) delay acceptance for payment of or payment for, any tendered Shares not
theretofore accepted for payment or paid for, (ii) amend the Offer upon the
failure of any of the conditions specified in the Merger Agreement and (iii)
waive any condition (other than the Minimum Condition) and to modify or change
any other term or condition of the Offer, by giving oral or written notice of
such delay, amendment, waiver, modification or change to the Depositary. Unless
previously approved by the Company, no term or condition of the Offer may be
modified or changed which decreases the price per Share payable in the Offer,
changes the form of consideration payable in the Offer (other than by adding
consideration), changes the Minimum Condition, limits the number of Shares
sought in the Offer, changes the material conditions to the Offer in a manner
adverse to the holders of the Shares or imposes additional material conditions
to the Offer. On the terms and subject to the conditions of the Offer
(including, if the Offer is extended or amended, the terms and conditions of any
such extension or amendment), promptly after expiration of the Offer, Purchaser
will accept for payment and will pay for, all Shares validly tendered during the
offering period and not withdrawn pursuant to the Offer that Purchaser is
permitted to accept and pay for under applicable law. Purchaser confirms that
its reservation of the right to delay payment for Shares which it has accepted
for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires
that a tender offeror pay the consideration offered or return the tendered
securities promptly after the termination or withdrawal of a tender offer.

      Except as otherwise provided below and in Section 4 of the Offer to
Purchase, tenders of Shares made pursuant to the Offer are irrevocable. Shares
tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date and, unless theretofore accepted for payment pursuant to the
Offer, also may be withdrawn at any time after May 4, 2001. For a withdrawal of
Shares tendered pursuant to the Offer to be effective, a written facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover of the Offer to Purchase and
must specify the name of the person having tendered the Shares to be withdrawn,
the number of Shares to be withdrawn and the name in which the certificates
representing such Shares are registered if different from that of the person who
tendered the Shares. If certificates evidencing Shares to be withdrawn have been
delivered or otherwise identified to the Depositary, then, prior to the physical
release of such certificates, the serial number shown on such certificates must
be submitted to the Depositary and, unless such Shares have been tendered for
the account of an Eligible Institution (as defined in the Offer to Purchase),
the signatures on the notice of withdrawal must be guaranteed by an Eligible
Institution. If Shares have been delivered pursuant to the procedures for
book-entry transfer set forth in Section 3 of the Offer to Purchase, any notice
of withdrawal must also specify the name and number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn Shares and
otherwise comply with the Book-Entry Transfer Facility's procedures. Withdrawals
of tendered Shares may not be rescinded, and any Shares properly withdrawn will
be deemed not to have been validly tendered for purposes of the Offer. Withdrawn
Shares, however, may be re-tendered by following one of the procedures described
in Section 3 of the Offer to Purchase at any time prior to the Expiration Date
or prior to the expiration of any subsequent offering period. Under the Merger
Agreement and pursuant to Rule 14d-11 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), Purchaser may, subject to certain conditions,
elect to provide a subsequent offering period following the Expiration Date. If
on the Expiration Date, the number of Shares that have been properly tendered
and not withdrawn represents more than 50% but less than 90% of the outstanding
Shares (calculated on a fully diluted basis), Purchaser intends to elect to
provide a subsequent offering period. Under the Exchange Act, no withdrawal
rights apply to Shares tendered during a subsequent offering period and no
withdrawal rights apply during the subsequent offering period with respect to
Shares tendered in the Offer and accepted for payment. See Section 1 of the
Offer to Purchase. All questions as to the form and validity (including time of
receipt) of any notice of withdrawal will be determined by Purchaser, in its
sole discretion, which determination will be final and binding. None of Parent,
Purchaser, Inveresk Canada, the Dealer Manager, the Depositary, the Information
Agent, or any other person will be under any duty to give notification of any
defects or irregularities in any notice of withdrawal or incur any liability for
failure to give such notification. The Company has provided Purchaser with the
Company's list of stockholders and security position listing for the purpose of
disseminating the Offer to holders of Shares. The Offer to Purchase, the related
Letter of Transmittal and other relevant materials will be mailed by Purchaser
to record holders of Shares and will be furnished by Purchaser to record holders
of Shares and will be mailed to brokers, dealers, banks, trust companies, and
similar persons whose names, or the names of whose nominees, appear on the
stockholder list or, if applicable, who are listed as participants in a clearing
agency's security position listing, for subsequent transmittal to beneficial
owners of Shares.
<PAGE>   3
      Purchaser will announce the decision to provide a subsequent offering
period and the approximate number and percentage of Shares deposited as of the
expiration of the offering period no later than 9:00 a.m., New York City time,
on the next business day following the expiration of the offering period.
Purchaser will immediately accept for payment and promptly pay for all Shares as
they are tendered in any subsequent offering period. All conditions to the Offer
(including, if the Offer is extended or amended, the terms and conditions of the
extension or amendment) must be satisfied or waived prior to the commencement of
any subsequent offering period.

      The receipt of cash in exchange for Shares pursuant to the Offer or the
Merger will be a taxable transaction for U.S. federal income tax purposes and
may also be a taxable transaction under applicable state, local or other tax
laws. Stockholders should consult with their own tax advisors as to the specific
tax consequences of the Offer and the Merger to them, including the
applicability and effect of federal, state, local, foreign or other tax laws and
of changes in such tax laws. For a more complete description of certain U.S.
federal income tax consequences of the Offer and the Merger, see Section 5 of
the Offer to Purchase.

      The information required to be disclosed by Paragraph (d)(1) of Rule 14d-6
of the General Rules and Regulations under the Exchange Act is contained in the
Offer to Purchase and is incorporated herein by reference.

      The Offer to Purchase and the related Letter of Transmittal contain
important information that should be read carefully before any decision is made
with respect to the Offer.

      Questions and requests for assistance and copies of the Offer to Purchase,
the Letter of Transmittal and all other tender offer materials may be directed
to the Information Agent or the Dealer Manager at their respective addresses and
telephone numbers set forth below, and will be furnished promptly at Purchaser's
expense. Parent or Purchaser will pay all charges and expenses of the Dealer
Manager, the Depositary and Morrow & Co., Inc., which is acting as the
information agent for the Offer (the "Information Agent"), incurred in
connection with the Offer. Purchaser will not pay any fees or commissions to any
broker or dealer or any other person (other than the Dealer Manager and the
Information Agent) for soliciting tenders of Shares pursuant to the Offer.

                    The Information Agent for the Offer is:

                               MORROW & CO., INC.
                           445 Park Avenue, 5th Floor
                            New York, New York 10022
                          Call Collect (212) 754-8000
                 Banks and Brokerage Firms Call: (800) 654-2468
                    Stockholders Please Call: (800) 607-0088
                      E-Mail: clintrials.info@morrowco.com
                      The Dealer Manager for the Offer is:
                            BEAR, STEARNS & CO. INC.
                                245 Park Avenue
                            New York, New York 10167
                           (888) 261-1668 (Toll Free)

March 5, 2001
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A.8
<SEQUENCE>9
<FILENAME>y45952mex99-a_8.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

<PAGE>   1

           CLINTRIALS RESEARCH ANNOUNCES DEFINITIVE MERGER AGREEMENT

FOR IMMEDIATE RELEASE

     RESEARCH TRIANGLE PARK, NC, FEBRUARY 22, 2001 -- ClinTrials Research, Inc.
(NASDAQ: CCRO) ("ClinTrials") and Indigo Acquisition Corp. ("Indigo") announced
today that they have entered into a definitive merger agreement for Indigo to
acquire all of the outstanding shares of ClinTrials for $6.00 per share in cash.

     Under the terms of the agreement, Indigo will commence a tender offer for
all of the outstanding shares of ClinTrials at $6.00 per share within seven
business days. The tender offer will be subject to at least a majority of the
outstanding ClinTrials shares, on a fully diluted basis, being validly tendered
and not withdrawn. The tender offer will also be subject to regulatory approvals
and other customary conditions. Any ClinTrials shares not acquired pursuant to a
successful tender offer will be acquired in a subsequent merger at the same
$6.00 per share cash price.

     In connection with the execution of the merger agreement, Indigo has
entered into an agreement with the holders of approximately 21% of ClinTrials
outstanding shares under which such holders have agreed to tender their shares
in the tender offer.

     ClinTrials is a global contract research organization headquartered near
Research Triangle Park, North Carolina with offices in Maidenhead, England;
Glasgow, Scotland; Montreal, Canada; Brussels, Belgium; Paris, France;
Melbourne, Australia; Tel Aviv, Israel; Milan, Italy; Warsaw, Poland; Madrid,
Spain; and Munich, Germany. With more than 1,500 employees, ClinTrials provides
comprehensive research services, including monitoring, data management and
biostatistics, medical and regulatory services to pharmaceutical, biotechnology
and medical device clients.

     Paul Ottaviano, Chief Executive Officer of ClinTrials said, "We are very
pleased with this transaction from the perspective of shareholders. We believe
the combination with Indigo will allow the combined company to maximize its
potential in offering contract research services".

     Indigo is a private, wholly-owned subsidiary of Inveresk Research Group
Limited ("Inveresk"). Headquartered near Edinburgh, Scotland, Inveresk is a
leading European provider of contract research services, primarily to the
pharmaceutical and biotechnology industry.

     Dr. Walter Nimmo, Chief Executive Officer of Inveresk, said today, "We are
excited by the opportunity offered by the merger of Indigo and ClinTrials. The
businesses are complementary. The combination represents a key step in the
building of Inveresk's clinical trials business on a world-wide basis".

     ClinTrials will announce later today its results for the fourth quarter and
full year ended December 31, 2000.

     This release includes certain forward-looking statements that are based
upon the belief of the management of ClinTrials, Indigo and Inveresk. These
forward-looking statements are subject to a number of risks and uncertainties,
including but not limited to the possible inability of Inveresk to complete the
acquisition of ClinTrials. These uncertainties are in addition to the risk
factors detailed in the Company's Securities and Exchange Commission filings and
in the earnings press release.

                                        1
<PAGE>   2

     THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN
OFFER TO SELL SECURITIES OF CLINTRIALS. AT THE TIME THE OFFER IS COMMENCED,
INDIGO WILL FILE A TENDER OFFER STATEMENT (INCLUDING RELATED TENDER OFFER
DOCUMENTS SUCH AS AN OFFER TO PURCHASE AND A FORM OF LETTER OF TRANSMITTAL FOR
SHAREHOLDERS OF CLINTRIALS) WITH THE SEC, AND CLINTRIALS WILL FILE A
SOLICITATION/RECOMMENDATION STATEMENT WITH THE SEC. THESE DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE OFFER AND SHAREHOLDERS OF CLINTRIALS ARE URGED
TO READ THESE DOCUMENTS BEFORE MAKING A DECISION ABOUT THE OFFER. IN ADDITION,
THE DOCUMENTS FILED BY INDIGO WILL BE AVAILABLE FREE OF CHARGE FROM THE SEC'S
WEBSITE AT WWW.SEC.GOV.

CONTACT:

GCI
Christopher Gordon
(212) 886-3428

ClinTrials Research, Inc.
Paul Ottaviano
Chief Executive Officer
(919) 460-9005

                                        2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.B
<SEQUENCE>10
<FILENAME>y45952mex99-b.txt
<DESCRIPTION>FACILITIES AGREEMENT
<TEXT>

<PAGE>   1
                                                                  CONFORMED COPY




                              FACILITIES AGREEMENT

                                     between

                INVERESK RESEARCH GROUP LIMITED AND SUBSIDIARIES

                                       and

                       BEAR STEARNS CORPORATE LENDING INC
                           as Lender, Arranger, Agent,
                    Security Trustee and Working Capital Bank

--------------------------------------------------------------------------------
                           SENIOR SERIES 1 TERM LOANS
                           SENIOR SERIES 2 TERM LOANS
                  C$15,300,000 CAPITAL EXPENDITURE FACILITY AND
                       L6,000,000 WORKING CAPITAL FACILITY
--------------------------------------------------------------------------------
                       [McGRIGOR DONALD SOLISITORS LOGO]

                                  Erskine House
                               68-73 Queen Street
                                    EDINBURGH
                                     EH2 4NF
                            Telephone: 0131 226 7777
                            Facsimile: 0131 226 7700
                         E-Mail: enquiries@mcgrigors.com
                       Web Site: http://www.mcgrigors.com


<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
CLAUSE        HEADING                                                                            PAGE NO.
------        -------                                                                            --------
<S>           <C>                                                                                <C>
1             DEFINITIONS AND INTERPRETATION.........................................................1
1.1           Definitions............................................................................1
1.2           Construction..........................................................................24
1.3           Currency Conversion...................................................................26

2             THE FACILITIES........................................................................26
2.1           The Facilities........................................................................26
2.2           Lender's rights and obligations.......................................................27

3             PURPOSE AND CONDITIONS PRECEDENT......................................................27
3.1           Purpose...............................................................................27
3.2           Monitoring............................................................................27
3.3           Initial conditions precedent..........................................................27
3.4           Additional Acquisition Term Loans conditions precedent................................28
3.5           Further conditions precedent..........................................................28
3.6           Certain Funds Period..................................................................29
3.7           Maximum number of Loans...............................................................30
3.8           Conditions relating to Capital Expenditure Facility...................................30

4             UTILISATION OF TERM LOANS.............................................................30
4.1           Series 1 Term Facilities, Series 2 Term Facilities and Capital Expenditure Facilities.30

5             RE-DENOMINATION OF ACQUISITION TERM LOANS.............................................31
5.1           Parent's Option.......................................................................31
5.2           Agent's Option........................................................................31
5.3           Notice................................................................................31
5.4           Re-Denomination Amount................................................................32
5.5           Re-Denomination of Commitments........................................................32

6             THE WORKING CAPITAL FACILITY..........................................................32
6.1           Nature of Facility....................................................................32
6.2           Utilisation...........................................................................32
6.3           Optional Currencies...................................................................33
6.4           Exchange rate movements...............................................................34
6.5           FFE Contracts.........................................................................35
6.6           Bank Guarantees.......................................................................35
6.7           Guarantee Request.....................................................................36
6.8           Counter Indemnity from the Borrowers..................................................36
6.9           Counter Indemnity from the Working Capital Lenders....................................37
6.10          Working Capital Banks Participation...................................................37
6.11          Interest on Payments..................................................................38

7             REPAYMENT.............................................................................38
7.1           Repayment of Series 1 Term Facilities.................................................38
7.2           Repayment of Series 2 Term Facilities.................................................39
7.3           Repayment of Capital Expenditure Facility.............................................39
7.4           Repayment of Working Capital Facility.................................................40

8             prepayment and cancellation...........................................................40
8.1           Illegality............................................................................40
</TABLE>
                                      (i)
<PAGE>   3
<TABLE>
<CAPTION>
CLAUSE        HEADING                                                                            PAGE NO.
------        -------                                                                            --------
<S>           <C>                                                                                <C>
8.2           Change of control/Listing/Sale........................................................41
8.3           Unapplied Net Proceeds................................................................41
8.4           Insurance Claims......................................................................42
8.5           Relevant Receipts.....................................................................42
8.6           Notice................................................................................43
8.7           Cash Sweep............................................................................43
8.8           Voluntary cancellation................................................................43
8.9           Voluntary prepayment of Series 1 Term Facilities......................................43
8.10          Voluntary Prepayment of Series 2 Term Facilities......................................44
8.11          Voluntary Prepayment of Capital Expenditure Facility..................................44
8.12          Right of repayment and cancellation in relation to a single Lender....................44
8.13          Restrictions..........................................................................45

9             INTEREST ETC..........................................................................45
9.1           Series 1 Term Facilities, Series 2 Term Facilities and Capital Expenditure Facilities.46
9.2           Working Capital Facility..............................................................46

10            Interest Periods......................................................................48
10.1          Selection of Interest Periods.........................................................48
10.2          Changes to Interest Periods...........................................................49
10.3          Non-Business Days.....................................................................49

11            Changes to the calculation of interest................................................49
11.1          Absence of quotations.................................................................49
11.2          Market disruption.....................................................................49
11.3          Alternative basis of interest or funding..............................................50
11.4          Break Costs...........................................................................50

12            Fees..................................................................................51
12.1          Commitment fees.......................................................................51

13            Tax gross up and indemnities..........................................................51
13.1          Definitions...........................................................................51
13.2          Tax gross-up..........................................................................52
13.3          Tax indemnity.........................................................................53
13.4          Tax Credit............................................................................53
13.5          Stamp taxes...........................................................................54
13.6          Value added tax.......................................................................54

14            Increased costs.......................................................................54
14.1          Increased costs.......................................................................54
14.2          Increased cost claims.................................................................54
14.3          Exceptions............................................................................55

15            Other indemnities.....................................................................55
15.1          Currency indemnity....................................................................55
15.2          Other indemnities.....................................................................55
15.3          Indemnity to the Agent................................................................56

16            Mitigation by the FINANCE PARTIES.....................................................56
16.1          Mitigation............................................................................56
</TABLE>

                                      (ii)
<PAGE>   4
<TABLE>
<CAPTION>
CLAUSE        HEADING                                                                            PAGE NO.
------        -------                                                                            --------
<S>           <C>                                                                                <C>
16.2          Limitation of liability...............................................................56

17            Costs and expenses....................................................................56
17.1          Transaction expenses..................................................................56
17.2          Amendment costs.......................................................................57
17.3          Enforcement costs.....................................................................57

18            Guarantee and indemnity...............................................................57
18.1          Guarantee and indemnity...............................................................57
18.2          Continuing guarantee..................................................................58
18.3          Reinstatement.........................................................................58
18.4          Waiver of defences....................................................................58
18.5          Immediate recourse....................................................................59
18.6          Appropriations........................................................................59
18.7          Deferral of Guarantors' rights........................................................59
18.8          Additional security...................................................................59

19            Representations.......................................................................59
19.1          Status................................................................................60
19.2          Power and Authority...................................................................60
19.3          Binding Obligations...................................................................60
19.4          Non-conflict with other obligation....................................................60
19.5          No default............................................................................60
19.6          No proceedings pending or threatened..................................................60
19.7          No Security...........................................................................61
19.8          Corporate Structure...................................................................61
19.9          No Borrowings.........................................................................61
19.10         Business Plan.........................................................................61
19.11         Reports...............................................................................61
19.12         Transaction Document representations..................................................62
19.13         Target Accounts.......................................................................62
19.14         Taxes.................................................................................62
19.15         Intellectual Property Rights..........................................................62
19.16         Environmental.........................................................................63
19.17         ERISA.................................................................................63
19.18         Licences..............................................................................64
19.19         Material Facts........................................................................64
19.20         Financial statements..................................................................64
19.21         Merger................................................................................65
19.22         Margin Stock..........................................................................65
19.23         Solvency..............................................................................65
19.24         Repetition............................................................................66
19.25         Limitation During Availability Period.................................................66

20            Information undertakings..............................................................66
20.1          Financial Information.................................................................66
20.2          Financial Statements..................................................................67
20.3          Investigation.........................................................................67

21            Financial covenants...................................................................68
21.1          Covenants.............................................................................68
</TABLE>

                                     (iii)
<PAGE>   5
<TABLE>
<CAPTION>
CLAUSE        HEADING                                                                            PAGE NO.
------        -------                                                                            --------
<S>           <C>                                                                                <C>
21.2          Exchange rate adjustment..............................................................74

22            General undertakings..................................................................74
22.1          Positive Undertakings.................................................................74
22.2          Negative Undertakings.................................................................79
22.3          Ringfenced Undertakings...............................................................82
22.4          Merger - related undertakings.........................................................83

23            Events of Default.....................................................................83
23.1          Non-payment...........................................................................84
23.2          Certain Obligations...................................................................84
23.3          Other Obligations.....................................................................84
23.4          Misrepresentation.....................................................................84
23.5          Cross default.........................................................................84
23.6          Inability to pay debts................................................................84
23.7          Legal Process.........................................................................85
23.8          Insolvency Proceedings................................................................85
23.9          Insolvency order......................................................................85
23.10         Administration........................................................................85
23.11         Repossession of goods.................................................................85
23.12         Analogous proceedings.................................................................85
23.13         Change of Control.....................................................................86
23.14         Management Team.......................................................................86
23.15         Litigation............................................................................86
23.16         Subsidiaries..........................................................................86
23.17         Invalidity............................................................................86
23.18         Change in nature of business..........................................................86
23.19         Licences..............................................................................87
23.20         Qualified Accounts....................................................................87
23.21         Inter Creditor Deed...................................................................87
23.22         ERISA Termination Event...............................................................87
23.23         Material Adverse Effect...............................................................87
23.24         Acceleration..........................................................................87
23.25         Limitation During Availability Period.................................................88

24            Changes to the Lenders................................................................88
24.1          Assignment and Transfers by the Lenders...............................................88
24.2          Obligations...........................................................................88
24.3          Parent undertaking....................................................................88
24.4          Lenders ability to sub-contract.......................................................89
24.5          Limitation of responsibility of Existing Lenders......................................89
24.6          Procedure for transfer................................................................89
24.7          Disclosure of information.............................................................90

25            Changes to the Obligors...............................................................90
25.1          Assignations and transfer by Obligors.................................................90
25.2          Additional Borrowers..................................................................91
25.3          Resignation of a Borrower.............................................................91
25.4          Additional Guarantors.................................................................91
25.5          Repetition of Representations.........................................................92
25.6          Resignation of a Guarantor............................................................92
</TABLE>

                                      (iv)
<PAGE>   6
<TABLE>
<CAPTION>
CLAUSE        HEADING                                                                            PAGE NO.
------        -------                                                                            --------
<S>           <C>                                                                                <C>
26            SYNDICATION...........................................................................92
26.1          Obligors' undertakings................................................................92
26.2          Costs of Syndication..................................................................93

27            Role of the Agent, THE SECURITY TRUSTEE and the Arranger..............................93
27.1          Appointment of the Agent..............................................................93
27.2          Duties of the Agent...................................................................93
27.3          Role of the Arranger..................................................................93
27.4          No fiduciary duties...................................................................93
27.5          Business with the Group...............................................................94
27.6          Rights and discretions of the Agent...................................................94
27.7          Majority Lenders' instructions........................................................94
27.8          Responsibility for documentation......................................................95
27.9          Exclusion of liability................................................................95
27.10         Lenders' indemnity to the Agent.......................................................95
27.11         Resignation of the Agent..............................................................96
27.12         Confidentiality.......................................................................96
27.13         Relationship with the Finance Parties.................................................96
27.14         Credit appraisal by the Finance Parties...............................................97
27.15         Finance Party's tax status confirmation...............................................97
27.16         Reference Lenders.....................................................................98
27.17         Appointment of the Security Trustee...................................................98

28            Conduct of business by the Finance Parties............................................98

29            Sharing among the Lenders.............................................................98
29.1          Payments to Lenders...................................................................98
29.2          Redistribution of payments............................................................99
29.3          Recovering Lender's rights............................................................99
29.4          Reversal of redistribution............................................................99
29.5          Exceptions............................................................................99

30            Payment mechanics....................................................................100
30.1          Payments to the Agent................................................................100
30.2          Distributions by the Agent...........................................................100
30.3          Distributions to an Obligor..........................................................100
30.4          Clawback.............................................................................100
30.5          Partial payments.....................................................................100
30.6          No set-off by Obligors...............................................................101
30.7          Business Days........................................................................101
30.8          Currency of account..................................................................101
30.9          Change of currency...................................................................102

31            Set-off..............................................................................102

32            Notices..............................................................................102
32.1          Communications in writing............................................................102
32.2          Addresses............................................................................102
32.3          Delivery.............................................................................103
32.4          Notification of address, fax number and telex number.................................104
</TABLE>

                                      (v)
<PAGE>   7
<TABLE>
<CAPTION>
CLAUSE        HEADING                                                                            PAGE NO.
------        -------                                                                            --------
<S>           <C>                                                                                <C>
32.5          English language.....................................................................104

33            ANNOUNCEMENTS........................................................................104

34            Calculations and certificates........................................................104
34.1          Accounts.............................................................................104
34.2          Certificates and Determinations......................................................105
34.3          Day count convention.................................................................105

35            Partial invalidity...................................................................105

36            Remedies and waivers.................................................................105

37            Amendments and waivers...............................................................105
37.1          Required consents....................................................................105
37.2          Exceptions...........................................................................105

38            Governing law........................................................................106

39            Enforcement..........................................................................106
39.1          Jurisdiction of English courts.......................................................106
39.2          Service of process...................................................................106

SCHEDULE 1 The Original Obligors...................................................................107
SCHEDULE 2 The Original Lenders....................................................................108
SCHEDULE 3 Conditions Precedent....................................................................109
SCHEDULE 4 Utilisation Request.....................................................................114
SCHEDULE 5 Selection Notice........................................................................115
SCHEDULE 6 Mandatory Cost Formula..................................................................116
SCHEDULE 7 Form of Transfer Certificates...........................................................118
SCHEDULE 8 Form of Accession Letter................................................................119
SCHEDULE 9 Form of Resignation Letter..............................................................120
SCHEDULE 10 Form of Compliance Certificate.........................................................121
SCHEDULE 11 Timetables.............................................................................122
SCHEDULE 12 Post Merger Group Structure............................................................123
SCHEDULE 13 Form of Guarantee Request..............................................................126
SCHEDULE 14 Clinical Group Members.................................................................127
SCHEDULE 15 Key Man Insurance......................................................................128
SCHEDULE 16 Part 1 Material Companies..............................................................129
SCHEDULE 16 Part 2 Dormant Companies...............................................................130
SCHEDULE 16 Part 3 Overseas Companies..............................................................131
</TABLE>

                                      (vi)
<PAGE>   8
THIS AGREEMENT is dated 22 February 2001 and made between:


(1)        INVERESK RESEARCH GROUP LIMITED incorporated in Scotland (Registered
           Number 198206) whose registered office is at Elphinstone Research
           Centre, Tranent, East Lothian, EH33 2NE (the "PARENT");

(2)        INVERESK RESEARCH (CANADA) INC incorporated in Canada with number
           3844481 and having its registered office at 1170 Peel Street,
           Montreal, Quebec H3B 4S8 ("CANADA HOLDCO");

(3)        THE SUBSIDIARIES of the Parent listed in Schedule 1 as original
           guarantors (together with the Parent and Canada Holdco the "ORIGINAL
           GUARANTORS");

(4)        BEAR STEARNS CORPORATE LENDING INC ("ARRANGER");

(5)        THE FINANCIAL INSTITUTION stated in Schedule 2 as lender (the
           "ORIGINAL LENDER");

(6)        BEAR STEARNS CORPORATE LENDING INC as agent of the Lenders (the
           "AGENT");

(7)        BEAR STEARNS CORPORATE LENDING INC as security trustee for the
           Lenders (the "SECURITY TRUSTEE"); and

(8)        BEAR STEARNS CORPORATE LENDING INC as Working Capital Bank (the
           "WORKING CAPITAL BANK").

1        DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS


           In this Agreement:


           "ACCESSION LETTER" means a document substantially in the form set out
           in Schedule 8;


           "ACCOUNTANT'S REPORT" means the due diligence report prepared by
           Arthur Andersen in the agreed form;


           "ADDITIONAL BORROWER" means a company which becomes an Additional
           Borrower in accordance with Clause 25.2;


           "ADDITIONAL GUARANTOR" means a company which becomes an Additional
           Guarantor in accordance with Clause 25.4;


           "ADDITIONAL OBLIGOR" means an Additional Borrower or an Additional
           Guarantor;


           "AFFILIATE" means, in relation to any person, a Subsidiary of that
           person or a Holding Company of that person or any other Subsidiary of
           that Holding Company;


           "AGENT'S SPOT RATE OF EXCHANGE" means, in relation to any amount and
           any Facility, the Agent's spot rate of exchange for the purchase of
           the relevant currency


                                       1
<PAGE>   9
           with the Base Currency of the relevant Facility in the London foreign
           exchange market at or about 11.00 am on a particular day;


           "APPROPRIATE ACCOUNTING PRINCIPLES" means the accounting principles,
           policies, standards, practices and bases stated:

           (a)       with regard to Target Group Companies (and any Subsidiaries
                     of the Target from time to time other than present
                     Subsidiaries of the Target), in the Target Accounts; and

           (b)       with regard to Group Companies other than any falling
                     within the foregoing paragraph (a), in the Original
                     Financial Statements;


           "APPROVED FINANCIER" means any institution (funding or proposing to
           fund the activities of the Clinical Group) approved in writing by the
           Agent (such approval not to be unreasonably withheld or delayed);


           "ARTICLES" means the Articles of Association of the Parent in the
           agreed form and adopted by the Parent on or around the date hereof;


           "AUDITORS" means in relation to each Group Company Arthur Andersen,
           chartered accountants, of 18 Charlotte Square, Edinburgh EH2 4DF or,
           as the case may be, such other reputable firm of chartered
           accountants of international repute as shall have been approved in
           writing by the Agent and appointed as auditors of the relative member
           of the Group;


           "AUTHORISATION" means an authorisation, consent, approval,
           resolution, licence, exemption, filing or registration;


           "AVAILABILITY PERIOD" means:

           (a)       in relation to the Series 1 Term Facilities and the Series
                     2 Term Facilities, the period from and including the date
                     of this Agreement to and including the earliest of:

                     (i)        the Closing;

                     (ii)       the date, if any, upon which the Merger
                                Agreement terminates; and

                     (iii)      the date falling 12 months (or such longer
                                period as the Agent may agree) after the signing
                                of the Merger Agreement;

           (b)       in relation to the Capital Expenditure Facility, the period
                     from and including the date of this Agreement to and
                     including 30 June 2002; and

           (c)       in relation to the Working Capital Facility, the period
                     from and including the date of this Agreement to and
                     including 31 December 2007;


                                       2
<PAGE>   10
           "AVAILABLE COMMITMENT" means, in relation to a Facility, a Lender's
           Commitment under that Facility minus:

           (a)       the amount of its participation in any outstanding Loans or
                     Utilisations under that Facility; and

           (b)       in relation to any proposed Utilisation, the amount of its
                     participation in any Loans or Utilisations that are due to
                     be made under that Facility on or before the proposed
                     Utilisation Date;


           "AVAILABLE FACILITY" means, in relation to a Facility, the aggregate
           for the time being of each Lender's Available Commitment in respect
           of that Facility;


           "BANK GUARANTEE" means a Guarantee issued or undertaken or made or,
           as the case may be, proposed to be issued, undertaken or made by the
           Working Capital Bank under the Working Capital Facility in the agreed
           form;


           "BASE CURRENCY" means Sterling in respect of the Parent Series 1
           Refinancing Term Facility and the Parent Series 2 Refinancing Term
           Facility; US$ until the relevant Re-Denomination Date and thereafter
           Canadian Dollars in respect of the Canada Holdco Series 1 Acquisition
           Term Facility and the Canada Holdco Series 2 Acquisition Term
           Facility; US$ until the relevant Re-Denomination Date and thereafter
           Sterling in respect of the Parent Series 1 Acquisition Term Facility
           and the Parent Series 2 Acquisition Term Facility; Canadian Dollars
           in respect of the Capital Expenditure Facility; and Sterling in
           respect of the Working Capital Facility;


           "BORROWER" means an Original Borrower or an Additional Borrower
           unless it has ceased to be a Borrower in accordance with Clause 25.3;


           "BORROWER INDEMNITY" means in relation to a Borrower the indemnity
           given by that Borrower to the Working Capital Bank pursuant to Clause
           6.8 in respect of a Bank Guarantee;


           "BREAK COSTS" means the amount (if any) by which:

           (a)       the interest which a Lender should have received for the
                     period from the date of receipt of all or any part of its
                     participation in a Loan or Utilisation or Unpaid Sum to the
                     last day of the current Interest Period in respect of that
                     Loan or Utilisation or Unpaid Sum, had the principal amount
                     or Unpaid Sum received been paid on the last day of that
                     Interest Period;


           exceeds:

           (b)       the amount which that Lender would be able to obtain by
                     placing an amount equal to the principal amount or Unpaid
                     Sum received by it on deposit with a leading bank in the
                     Relevant Interbank Market for a period starting on the
                     Business Day following receipt or recovery and ending on
                     the last day of the current Interest Period;


           "BUSINESS DAY" means a day (other than a Saturday or Sunday) on which
           banks are open for general business in London, Montreal and, until
           the Re-denomination Date only, New York;


                                       3
<PAGE>   11
           "BUSINESS PLAN" means the business plan in the agreed form;


           "CANADA HOLDCO SERIES 1 ACQUISITION TERM FACILITY" means the term
           loan facility made available under this Agreement and described in
           Clause 2.1.2(a);


           "CANADA HOLDCO SERIES 1 ACQUISITION TERM FACILITY COMMITMENT" means:

           (a)       in relation to an Original Lender, the amount in the Base
                     Currency set under its name opposite the words "Canada
                     Holdco Series 1 Acquisition Term Facility Commitment" in
                     Schedule 2 (or the relevant Re-denominated Commitment
                     Amount) and the amount of any other Canada Holdco Series 1
                     Acquisition Term Facility Commitment transferred to it
                     under this Agreement; and

           (b)       in relation to any other Lender, the amount in the Base
                     Currency of any Canada Holdco Series 1 Acquisition Term
                     Facility Commitment transferred to it under this Agreement;


           to the extent not cancelled, reduced or transferred by it under this
           Agreement;


           "CANADA HOLDCO SERIES 1 ACQUISITION TERM FACILITY LOAN" means a loan
           made or to be made under the Canada Holdco Series 1 Acquisition Term
           Facility or the principal amount outstanding for the time being of
           that loan;


           "CANADA HOLDCO SERIES 2 ACQUISITION TERM FACILITY" means the term
           loan facility made available under this Agreement and described in
           Clause 2.1.2(b);


           "CANADA HOLDCO SERIES 2 ACQUISITION TERM FACILITY COMMITMENT" means:

           (a)       in relation to an Original Lender the amount in the Base
                     Currency set under its name opposite the words "Canada
                     Holdco Series 2 Acquisition Term Facility Commitment" in
                     Schedule 2 (or the relevant Re-Denominated Commitment
                     Amount) and the amount of any other Canada Holdco Series 2
                     Acquisition Term Facility Commitment transferred to it
                     under this Agreement; and

           (b)       in relation to any other Lender, the amount in the Base
                     Currency of any Canada Holdco Series 2 Acquisition Term
                     Facility Commitment transferred to it under this Agreement;


           to the extent not cancelled, reduced or transferred by it under this
           Agreement;


           "CANADA HOLDCO SERIES 2 ACQUISITION TERM FACILITY LOAN" means a loan
           made or to be made under the Canada Holdco Series 2 Acquisition Term
           Facility or the principal amount outstanding for the time being of
           that loan;


           "CANADIAN DOLLARS" and "C$" means the lawful currency of Canada;


           "CANADIAN FINANCIAL ASSISTANCE DOCUMENTS" means the documentation
           demonstrating satisfaction by Clintrials BioResearches Limited of
           s123.66 of the Companies Act (Quebec) in connection with the grant of
           the Security Documents to be executed by those companies, in a form
           acceptable to the Agent acting reasonably;


                                       4
<PAGE>   12
           "CANADIAN REPORT ON TITLE" means the report on title in respect of
           Clintrials BioResearches Limited's facility at 87 Senneville Road,
           Senneville, Quebec, H9X 3R3 to be prepared by Desjardins Ducharme
           Stein Monast;


           "CAPITAL EXPENDITURE FACILITY" means the term loan facility made
           available under this Agreement and described in Clause 2.1.2(c);


           "CAPITAL EXPENDITURE FACILITY COMMITMENT" means;

           (a)       in relation to an Original Lender, the amount in the Base
                     Currency set under its name opposite the words "Capital
                     Expenditure Facility Commitment" in Schedule 2 and the
                     amount of any other Capital Expenditure Facility Commitment
                     transferred to it under this Agreement; and

           (b)       in relation to any other Lender, the amount in the Base
                     Currency of any Capital Expenditure Facility Commitment
                     transferred to it under this Agreement,


           to the extent not cancelled reduced or transferred by it under this
           Agreement;


           "CAPITAL EXPENDITURE FACILITY LOAN" means a loan made or to be made
           under the Capital Expenditure Facility or the principal amount
           outstanding for the time being of that loan;


           "CASH COLLATERAL ACCOUNTS" has the meaning given in Clause 6.4.3;


           "CLEAN UP DATE" means the date falling three months after Closing;


           "CLINICAL GROUP" means those companies listed in Schedule 14 together
           with any other members of the Group (other than Inveresk Clinical
           Research Limited) engaged in clinical trials operations from time to
           time; and "CLINICAL GROUP MEMBERS" shall be construed accordingly;


           "CLOSING" shall have the meaning ascribed thereto in the Merger
           Agreement;


           "COMMITMENT" means a Parent Series 1 Refinancing Term Facility
           Commitment, a Parent Series 2 Refinancing Term Facility Commitment, a
           Parent Series 1 Acquisition Term Facility Commitment, a Parent Series
           2 Acquisition Term Facility Commitment, a Canada Holdco Series 1
           Acquisition Term Facility Commitment a Canada Holdco Series 2
           Acquisition Term Facility Commitment, a Capital Expenditure Facility
           Commitment or a Working Capital Facility Commitment;


           "COMMON STOCK PRICE" shall have the meaning given thereto in the
           Merger Agreement;


           "COMPLIANCE CERTIFICATE" means a certificate substantially in the
           form set out in Schedule 10;


           "DEFAULT" means an Event of Default or any event or circumstance
           which would (with the expiry of a grace period, the giving of any
           notice, the making of any determination, lapse of time and/or the
           satisfaction of any of the conditions, in each case under Clause 23)
           be an Event of Default;


                                       5
<PAGE>   13
           "DISTRIBUTION" means any dividend or other distribution whether in
           cash or in specie which is declared or due and whether or not
           actually paid;


           "DORMANT COMPANIES" means any Group Company which has not traded or
           has ceased trading (all such companies as at the date of execution of
           this Agreement being listed in Part 2 of Schedule 16);


           "DRAWDOWN DATE" means the date of first drawdown under the Series 1
           Term Facilities or the Series 2 Term Facilities;


           "EMPLOYEE BENEFIT PLAN" means any employees benefit plan within the
           meaning of Section 3(3) of ERISA which:

           (a)       is maintained for employees of any Borrower or any ERISA
                     Affiliate; or

           (b)       has at any time within the preceding six years been
                     maintained for the employees of any Borrower or any current
                     or former ERISA Affiliate;


           "ENVIRONMENT" means all or any gases, airs, vapours, liquids, land
           (including building and any other structures, enclosures or erections
           in, on or under it and any rock or soil and anything below the
           surface of it), flora, fauna, wetlands, land covered with water and
           water (including sea, ground and surface water) and all other nature
           resources of any kind;


           "ENVIRONMENTAL LAW" means all or any laws, statutes, treaties,
           regulations, directives, ordinances, rules publicly available codes
           of practice, circulars, guidance and notices having legal or judicial
           import or effect whether of a criminal, civil or administrative
           nature and the rules of common law concerning:

           (a)       pollution or contamination of the Environment;

           (b)       harm, whether actual or potential, to mankind and human
                     sense, living organisms and ecological systems;

           (c)       the generation, manufacture, processing, distribution, use
                     (including abuse), treatment, storage, disposal, transport
                     or handling of Dangerous Substances; and

           (d)       the emission, leakage, release or discharge into the
                     Environment of noise, vibration, dusts, fumes, gas, odours,
                     smoke, steam effluvia, heat, light, radiation (of any
                     kind), infection, electricity or any Dangerous Substance
                     and any matter or thing capable of constituting a nuisance
                     or an actionable wrong of any kind in respect of such
                     matters;


           for these purposes "DANGEROUS SUBSTANCE" means any radioactive
           emissions and any natural or artificial substance (whether in solid
           or liquid form or in the form of a gas or vapour and whether alone or
           in combination with any other substance) capable of causing harm to
           man or any other living organism or damaging the Environment or
           public health or welfare, including (without limitation) any
           controlled, special, hazardous, toxic, radioactive or dangerous
           waste;


           "ENVIRONMENTAL REPORT" means the report in agreed form prepared by
           Marsh UK Ltd;


                                       6
<PAGE>   14
           "EQUITY DOCUMENTS" means the Investment Agreement, the Articles and
           the Loan Stock Instrument;


           "EQUIVALENT AMOUNT" means in respect of any Loan requiring to be
           re-denominated pursuant to Clause 5 an amount in Canadian Dollars or
           Sterling (as appropriate having regard to the required currency of
           re-denomination) which could be purchased with the relevant amount of
           US$ at the Agent's spot buying rate for Canadian Dollars or Sterling
           against US$ at or about 11.00 am on the second Business Day preceding
           the Re-denomination Date;


           "ERISA" means the Employee Retirement Income Security Act of 1974 (of
           the United States of America), and the rules and regulations
           thereunder, each as amended, supplemented or otherwise modified;


           "ERISA AFFILIATE" means any person who together with any Borrower or
           Group Company is treated as a single employer within the meaning of
           Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of
           ERISA;


           "EVENT OF DEFAULT" means any event or circumstance specified as such
           in Clause 23;


           "EXISTING INVERESK FACILITIES" means those facilities made available
           to the Parent pursuant to a Facilities Agreement dated 4 September
           1999;


           "FACILITY" means any Series 1 Term Facility, any Series 2 Term
           Facility, the Capital Expenditure Facility, or the Working Capital
           Facility;


           "FACILITY OFFICE" means the office or offices notified by a Lender to
           the Agent in writing on or before the date it becomes a Lender (or,
           following that date, by not less than five Business Days' written
           notice) as the office or offices through which it will perform its
           obligations under this Agreement;


           "FFE AMOUNT" means that amount of Canadian Dollars or Sterling, as
           appropriate, required in terms of the FFE Contract to purchase the
           relevant amount of US Dollars;


           "FFE CONTRACT" means any forward foreign exchange contract entered
           into pursuant to Clause 22.1.3(p);


           "FINAL REPAYMENT DATE" means:

           (a)       in respect of each Series 1 Term Facility, 31 December
                     2007;

           (b)       in respect of each Series 2 Term Facility, 31 December
                     2008;

           (c)       in respect of the Capital Expenditure Facility, 31 December
                     2007;

           (d)       in respect of the Working Capital Facility 31 December
                     2007;


           "FINANCE DOCUMENT" means this Agreement, any Fee Letter, any
           Accession Letter, each Security Document, the Inter Creditor
           Agreement any Hedging Agreement and any other document designated as
           such by the Agent and the Parent;


           "FINANCE LEASE" means any lease, hire agreement, credit sale
           agreement, purchase agreement, conditional sale agreement or
           instalment sale and purchase agreement


                                       7
<PAGE>   15
           which should be treated in accordance with Applicable Accounting
           Principles as a finance lease or in the same way as a finance lease;


           "FINANCE PARTY" means the Agent, the Security Trustee, the Arranger,
           a Lender, a Working Capital Bank or the Working Capital Bank;


           "FINANCE PERIOD" means the period from the date of this Agreement
           until the first date on which none of the Finance Parties or the
           Obligors has actual or contingent liabilities or obligations under
           any of the Finance Documents;

           "FINANCIAL COVENANTS" means the covenants contained in Clause 21;


           "FINANCIAL INDEBTEDNESS" means any indebtedness for or in respect of:

           (a)       monies borrowed;

           (b)       any amount raised by acceptance under any acceptance credit
                     facility;

           (c)       any amount raised pursuant to any note purchase facility or
                     the issue of bonds, notes, debentures, loan stock or any
                     similar instrument;

           (d)       the amount of any liability in respect of any lease or hire
                     purchase contract which would, in accordance with GAAP, be
                     treated as a Finance Lease;

           (e)       receivables sold or discounted (other than any receivables
                     to the extent they are sold on a non-recourse basis);

           (f)       any amount raised under any other transaction (including
                     any forward sale or purchase agreement) having the
                     commercial effect of a borrowing;

           (g)       any derivative transaction entered into in connection with
                     protection against or benefit from fluctuation in any rate
                     or price (and, when calculating the value of any derivative
                     transaction at any time, only the cost on termination or
                     closing out on the basis of the then marked to market value
                     of the relevant derivative transaction shall be taken into
                     account);

           (h)       any counter-indemnity obligation in respect of a guarantee,
                     indemnity, bond, standby or documentary letter of credit or
                     any other instrument issued by a bank or financial
                     institution; and

           (i)       the amount of any liability in respect of any guarantee or
                     indemnity for any of the items referred to in paragraph (a)
                     to (h) above;


           but without double counting in any case;


           "FULL GROUP SECURITY" means in respect of an Obligor a guarantee in
           favour of the Security Trustee as it or the Agent may require (in
           each case in form and substance satisfactory to the Security Trustee)
           from the relevant Obligor in respect of the obligations of each
           Obligor to the Finance Parties under the Finance Documents, security
           documentation constituting such fixed and/or floating security
           interests in respect of the relevant Obligor's assets as the Agent or
           the Security Trustee may reasonably require and such other supporting
           documents as the Agent or the Security Trustee may reasonably
           require;


                                       8
<PAGE>   16
           "GAAP" means in relation to a company incorporated in any
           jurisdiction generally accepted accounting policies in the relevant
           jurisdiction;


           "GROUP" means the Parent and its Subsidiaries for the time being and
           "GROUP COMPANY" or "MEMBER OF THE Group" means any one of them (and,
           for the avoidance of any doubt, no company shall be a member of the
           Group until it becomes a Subsidiary of a member of the Group);


           "GUARANTEE" means any guarantee, bond, indemnity, letter of credit,
           documentary or other credit, or other obligation to pay, purchase,
           provide funds to cover, or ensure against financial loss in respect
           of Financial Indebtedness of any other person and any obligation to
           invest in, make advances to or maintain the solvency or financial
           condition of any other person in connection with or by reference to
           the Financial Indebtedness of that person;


           "GUARANTEE REQUEST" means a request substantially in the form set out
           in Schedule 13;


           "GUARANTEED AMOUNT" means in relation to a Bank Guarantee denominated
           in Sterling, the maximum aggregate amount of the actual and
           contingent liabilities of the Working Capital Bank under that Bank
           Guarantee at the relevant time and in relation to a Bank Guarantee
           denominated in the Optional Currency, the Sterling Equivalent of the
           maximum aggregate amount of the actual and contingent liabilities of
           the Working Capital Bank under that Bank Guarantee at the relevant
           time;


           "GUARANTOR" means an Original Guarantor or an Additional Guarantor,
           unless it has ceased to be a Guarantor in accordance with Clause
           25.6;


           "HEDGING AGREEMENTS" means any agreements entered into for the
           purpose of managing or hedging currency and/or interest rate
           obligations;


           "HOLDING COMPANY" means, in relation to a company or corporation, any
           other company or corporation in respect of which it is a Subsidiary;


           "INSOLVENCY EVENT" means, subject to the terms of Clause 3.6.3, any
           of the events specified in any of Clauses 23.6-23.12 (inclusive);


           "INSURANCE REPORT" means the report in agreed form prepared by Marsh
           UK Ltd and Marsh Inc;


           "INTELLECTUAL PROPERTY RIGHTS" means all know-how, patents, patent
           applications, trade marks, community trade marks, service marks,
           trade names, brand names, business names, registered designs,
           copyright and all other industrial and intellectual property rights
           and any interests (including by way of licence) in any of the
           foregoing (in each case whether registered or not and including all
           applications for the same);


           "INTER CREDITOR DEED" means the inter creditor agreement in the
           agreed form between the Finance Parties, the Parent certain Group
           Companies and the Investors (as defined therein);


                                       9
<PAGE>   17
           "INTEREST PERIOD" means, in relation to a Loan, each period
           determined in accordance with Clause 10 and, in relation to an Unpaid
           Sum, each period determined in accordance with Clause 9.1.3;


           "INTRA GROUP TRANSFER" means the proposed transfer by Target Company
           to Canada Holdco of the entire issued share capital of Clintrials Bio
           Research Limited;


           "INVESTMENT AGREEMENT" means the agreement so entitled dated on or
           around the date of this Agreement between inter alia the Parent,
           Walter Nimmo and others as Existing Managers, the ESOP Trustees (as
           defined therein) and the Investors (as defined therein);


           "ISSUE DATE" means in relation to a Bank Guarantee the date on which
           it is issued pursuant to the terms thereof;


           "KEYMAN INSURANCE" means the keyman life assurance policies to be
           maintained by the Parent in respect of the death, critical illness or
           disability of the persons specified in Schedule 15;


           "LEGAL REPORT" means the report in agreed form by Clifford Chance;


           "LENDER" means:

           (a)       any Original Lender; and

           (b)       any bank or financial institution which has become a Party
                     in accordance with Clause 24,


           which in each case has not ceased to be a Party in accordance with
           the terms of this Agreement;


           "LENDER INDEMNITY" means in relation to a Lender, the indemnity given
           by that Lender to the Working Capital Bank under Clause 6.9 and
           "LENDER INDEMNITIES" shall be construed accordingly;


           "LIBOR" means, in relation to any amount for which the rate is to be
           determined:

           (a)       the applicable Screen Rate; or

           (b)       (if no Screen Rate is available for the relevant currency
                     for the Interest Period of that Loan) the arithmetic mean
                     of the rates (rounded upwards to four decimal places) as
                     supplied to the Agent at its request quoted by the
                     Reference Banks to leading banks in the London interbank
                     market,


           as of the Specified Time on the Quotation Day for the offering of
           deposits in the relevant currency and for a period comparable to the
           period for which such rate is to be determined;


           "LISTING" means the admission to the Official List of London Stock
           Exchange PLC of any shares of any member of the Group or the granting
           of permission for any such shares to be dealt in or on any recognised
           investment exchange (within the meaning of Section 207 of the
           Financial Services Act 1986) or any other market for the public
           trading of securities in any country or a reverse takeover (within
           the meaning contained in the publication by the UK listing authority
           entitled "The


                                       10
<PAGE>   18
           Listing Rules" current at the date of this Agreement) by any member
           of the Group of another company whose shares are already the subject
           of a Listing;


           "LOAN" means a Series 1 Term Facility Loan, a Series 2 Term Facility
           Loan or a Capital Expenditure Facility Loan;


           "LOAN STOCK" means the L71,771,981 Unsecured Subordinated Loan Stock
           2008 constituted by the Loan Stock Instrument or, as the case may be,
           the principal amounts represented by them and for the time being
           issued and outstanding;


           "LOAN STOCK INSTRUMENT" means the loan stock instrument dated 20
           September 1999 by the Parent as supplemented by the supplemental
           instrument in the agreed form to be granted by the Parent;


           "MAJORITY LENDERS" means:

           (a)       if there are no Loans, Working Capital Loans or
                     Utilisations then outstanding, a Lender or Lenders whose
                     Commitments aggregate more than 662/3% of the Total
                     Commitments (or, if the Total Commitments have been reduced
                     to zero, aggregated more than 662/3% of the Total
                     Commitments immediately prior to the reduction); or

           (b)       at any other time, a Lender or Lenders whose participations
                     in the Loans, Working Capital Loans and Utilisations then
                     outstanding aggregate more than 662/3% of all the Loans,
                     Working Capital Loans and Utilisations then outstanding;


           "MANAGEMENT ACCOUNTS" means:

           (a)       the management accounts for each Group Company for each
                     Management Accounting Period in the agreed form which shall
                     include a profit and loss account for the Management
                     Accounting Period and the financial year to date;

           (b)       a balance sheet as at the last day of the relevant
                     Management Accounting Period;

           (c)       a cash flow for the Management Accounting Period and
                     financial year to date; and

           (d)       key performance indicators for each Management Accounting
                     Period, together with a commentary by the finance director
                     of the Parent, in particular comparing actual performance
                     to relevant Operating Budget and providing a review of the
                     outstanding order book;


           "MANAGEMENT ACCOUNTING PERIOD" means each period incorporating all or
           substantially all of each calendar month and (unless otherwise agreed
           by the Agent) not being less than four nor more than five weeks in
           duration;


           "MANAGEMENT TEAM" means all and each of Stewart G Leslie, Nick
           Thornton, Dr Walter S Nimmo, Mike Ankcorn, Paul Bancroft, Dr Ian P
           Sword, and/or such other persons as shall be agreed between the Agent
           and the Parent;


           "MANDATORY COSTS" means the percentage rate per annum calculated by
           the Agent in accordance with Schedule 6;


                                       11
<PAGE>   19
           "MANDATORY PREPAYMENT EVENT" means any event set out in Clauses 8.1
           or 8.2;

           "MARGIN" means subject to the terms of this Agreement:

           (a)       in respect of a Series 1 Term Facility Loan, 2.25% per
                     annum;

           (b)       in respect of a Series 2 Term Facility Loan, 2.75% per
                     annum;

           (c)       in respect of a Capital Expenditure Facility Loan, 2.75%
                     per annum; and

           (d)       in respect of the Working Capital Facility, 2.25% per
                     annum;


           "MARKET REPORT" means the report in the agreed form dated on or
           around the date hereof by Technomark Consulting Services in relation
           to the business of the Target Group;


           "MATERIAL ADVERSE EFFECT" means an event or matter:

           (a)       having, or reasonably likely to have a material adverse
                     effect on the financial condition, assets, revenues of the
                     Group taken as a whole; or

           (b)       having a material adverse effect on the ability of the
                     Parent or any Group Company either to perform in a timely
                     manner all or any of its payment obligations under any of
                     the Finance Documents or to comply with the Financial
                     Covenants; or

           (c)       (where the context so admits) resulting in all or any of
                     the Security Documents not providing the Security Trustee
                     (on behalf of the Lenders) with effective enforceable
                     security over the assets expressed to be charged by the
                     relevant Security Document or Security Documents to an
                     extent reasonably considered to be material by the Majority
                     Lenders;


           "MATERIAL COMPANY" means a Group Member which is trading and has net
           assets (ignoring intra group assets and liabilities) in excess of
           L500,000 (all the companies listed in Part 1 of Schedule 16 being the
           Material Companies as at the date of execution of this Agreement);


           "MERGER" means the merger of US Newco with the Target, as described
           in the Merger Agreement;


           "MERGER AGREEMENT" means the Agreement and Plan of Merger dated on or
           around the date hereof between the Parent, US Newco and the Target;


           "MERGER DOCUMENTS" means the Merger Agreement, the Stockholders
           Agreement and all other documents executed in connection with either
           of those documents;


           "MERGER RELATED UNDERTAKINGS" means those undertakings in Clauses
           22.4.1;


           "MINIMUM CONDITION" shall have the meaning given thereto in the
           Merger Agreement;


           "MONTH" means a period starting on one day in a calendar month and
           ending on the numerically corresponding day in the next calendar
           month, except that:


                                       12
<PAGE>   20
           (a)       (subject to paragraph (c) below) if the numerically
                     corresponding day is not a Business Day, that period shall
                     end on the next Business Day in that calendar month in
                     which that period is to end if there is one, or if there is
                     not, on the immediately preceding Business Day;

           (b)       if there is no numerically corresponding day in the
                     calendar month in which that period is to end, that period
                     shall end on the last Business Day in that calendar month;
                     and

           (c)       if an Interest Period begins on the last Business Day of a
                     calendar month, that Interest Period shall end on the last
                     Business Day in the calendar month in which that Interest
                     Period is to end.


           The above rules will only apply to the last Month of any period.


           "MULTIEMPLOYER PLAN" means a "multiemployer plan" as defined in
           Section 4001(a)(3) of ERISA to which any Borrower, any Group Company
           or any ERISA Affiliate is making or is accruing an obligation to
           make, contributions within the preceding six years;


           "NET PROCEEDS" means the consideration received by any Group Company
           in respect of a disposal which is not a Permitted Disposal of any
           fixed asset or interest therein after deducting any Taxation
           resulting from such disposal and costs reasonably incurred by such
           Group Company in making the disposal;


           "OBLIGOR" means a Borrower or a Guarantor;


           "OPERATING BUDGET" means:

           (a)       in relation to the period starting not later than the date
                     of this Agreement and ending on the production of the first
                     Operating Budget pursuant to Clause 20.1(c) the Business
                     Plan; and

           (b)       in relation to each successive 12 month period thereafter:-

                     (i)        a projected balance sheet;

                     (ii)       a projected profit and loss account;

                     (iii)      a projected cash flow statement;

                     (iv)       a projected capital expenditure budget; and

                     (v)        projected calculations relating to each
                                Financial Covenant,


           on a 12 month and Management Accounting Period basis together with a
           commentary from the finance director of the Parent drawing on the
           previous period's performance and forecast market conditions;


           "OPTIONAL CURRENCY" means in respect of the Working Capital Facility
           Canadian Dollars or any other currency approved by the Agent in its
           absolute discretion;


                                       13
<PAGE>   21
           "ORIGINAL BORROWER" means:

           (a)       in respect of each of the Parent Series 1 Refinancing Term
                     Facility, the Parent Series 2 Refinancing Term Facility,
                     the Parent Series 1 Acquisition Term Facility and the
                     Parent Series 2 Acquisition Term Facility, the Parent;

           (b)       in respect of the Canada Holdco Series 1 Acquisition Term
                     Facility and the Canada Holdco Series 2 Acquisition Term
                     Facility, Canada Holdco;

           (c)       in respect of the Capital Expenditure Facility, Canada
                     Holdco and Clintrials BioResearches Limited; and;

           (d)       in respect of the Working Capital Facility, the Parent and
                     Canada Holdco;


           "ORIGINAL FINANCIAL STATEMENTS" means:

           (a)       in relation to the Parent, the audited consolidated
                     financial statements of the Group for the 24 week period
                     ended 26 December 1999; and

           (b)       in relation to each Original Obligor other than the Parent,
                     its audited financial statements (if any) for the period
                     ended 26 December 1999;


           "ORIGINAL GUARANTOR" means the Parent, Inveresk Research Holdings
           Ltd, Inveresk Research International Ltd, Inveresk Clinical Research
           Ltd and those Group Members listed as such in Schedule 1;


           "ORIGINAL OBLIGOR" means an Original Borrower or an Original
           Guarantor;


           "OVERSEAS COMPANIES" means those Group Companies listed as such in
           Schedule 16 Part 3;


           "PARENT SERIES 1 ACQUISITION TERM FACILITY" means the term loan
           facility made available under this Agreement and described in Clause
           2.1.1(c);


           "PARENT SERIES 1 ACQUISITION TERM FACILITY COMMITMENT" means:

           (a)       in relation to an Original Lender, the amount in the Base
                     Currency set under its name opposite the words "Parent
                     Series 1 Acquisition Term Facility Commitment" in Schedule
                     2 (or the relevant Re-denominated Commitment Amount) and
                     the amount of any other Parent Series 1 Acquisition Term
                     Facility Commitment transferred to it under this Agreement;
                     and

           (b)       in relation to any other Lender, the amount is the Base
                     Currency of any Parent Series 1 Acquisition Term Facility
                     Commitment transferred to it under this Agreement;


           to the extent not cancelled, reduced or transferred by it under this
           Agreement;


           "PARENT SERIES 1 ACQUISITION TERM FACILITY LOAN" means a loan made or
           to be made under the Parent Series 1 Acquisition Term Facility or the
           principal amount outstanding for the time being of that loan;


                                       14
<PAGE>   22
           "PARENT SERIES 1 REFINANCING TERM FACILITY" means the term loan
           facility made available under this Agreement and described in Clause
           2.1.1(a);


           "PARENT SERIES 1 REFINANCING TERM FACILITY COMMITMENT" means:

           (a)       in relation to an Original Lender, the amount in the Base
                     Currency set under its name opposite the words "Parent
                     Series 1 Refinancing Term Facility Commitment" in Schedule
                     2 (or the relevant Re-denominated Commitment Amount)and the
                     amount of any other Parent Series 1 Refinancing Term
                     Facility Commitment transferred to it under this Agreement;
                     and

           (b)       in relation to any other Lender, the amount is the Base
                     Currency of any Parent Series 1 Refinancing Term Facility
                     Commitment transferred to it under this Agreement;


           to the extent not cancelled, reduced or transferred by it under this
           Agreement;


           "PARENT SERIES 1 REFINANCING TERM FACILITY LOAN" means a loan made or
           to be made under the Parent Series 1 Acquisition Term Facility or the
           principal amount outstanding for the time being of that loan;


           "PARENT SERIES 2 ACQUISITION TERM FACILITY" means the term loan
           facility made available under this Agreement and described in Clause
           2.1.1(d);


           "PARENT SERIES 2 ACQUISITION TERM FACILITY COMMITMENT" means:

           (a)       in relation to an Original Lender the amount in the Base
                     Currency set under its name opposite the words "Parent
                     Series 2 Acquisition Term Facility Commitment" in Schedule
                     2 and the amount of any other Parent Series 2 Acquisition
                     Term Facility Commitment transferred to it under this
                     Agreement; and


                                       15
<PAGE>   23
           (b)       in relation to any other Lender, the amount is the Base
                     Currency of any Parent Series 2 Acquisition Term Facility
                     Commitment transferred to it under this Agreement;


           to the extent not cancelled, reduced or transferred by it under this
           Agreement;


           "PARENT SERIES 2 ACQUISITION TERM FACILITY LOAN" means a loan made or
           to be made under the Parent Series 2 Acquisition Term Facility or the
           principal amount outstanding for the time being of that loan;


           "PARENT SERIES 2 REFINANCING TERM FACILITY" means the term loan
           facility made available under this Agreement and described in Clause
           2.1.1(b);


           "PARENT SERIES 2 REFINANCING TERM FACILITY COMMITMENT" means:

           (a)       in relation to an Original Lender the amount in the Base
                     Currency set under its name opposite the words "Parent
                     Series 1 Refinancing Term Facility Commitment" in Schedule
                     2 and the amount of any other Parent Series 2 Refinancing
                     Term Facility Commitment transferred to it under this
                     Agreement; and

           (b)       in relation to any other Lender, the amount is the Base
                     Currency of any Parent Series 2 Refinancing Term Facility
                     Commitment transferred to it under this Agreement;


           to the extent not cancelled, reduced or transferred by it under this
           Agreement;


           "PARENT SERIES 2 REFINANCING TERM FACILITY LOAN" means a loan made or
           to be made under the Parent Series 2 Refinancing Term Facility or the
           principal amount outstanding for the time being of that loan;


           "PARTY" means a party to this Agreement and includes its successors
           in title, permitted assignees and permitted transferees;


           "PBGC" means the Pension Benefit Guaranty Corporation or any
successor agency.


           "PENSION PLAN" means any Employee Benefit Plan, other than a
           Multiemployer Plan, which is subject to the provisions of Title IV or
           ERISA or Section 412 of the Code and which:

           (a)       is maintained for employers of any Borrower, Group Company
                     or ERISA Affiliate; or

           (b)       has at any time within the preceding six years been
                     maintained for the employees of any Borrower, Group Company
                     or current or former ERISA Affiliate.


           "PENSIONS REPORT" means the report in agreed form prepared by William
M Mercer Inc and William M Mercer Ltd;


           "PERMITTED APPLICATION" means in respect of any Net Proceeds either:

           (a)       the acquisition of a replacement fixed asset of the same or
                     a similar type and of comparable or superior value and
                     quality; or

           (b)       the acquisition of a fixed asset the commercial purpose and
                     effect of which is to replace or improve upon the
                     commercial purpose and effect of the fixed asset disposed
                     of;


           "PERMITTED DISPOSAL" means:

                     (i)        any sale or disposal of assets expressed in any
                                Security Documents to be charged by way of
                                floating charge only and which is a sale or
                                disposal in the ordinary course of trading
                                activities and for market-value on an
                                arms-length basis for consideration payable in
                                cash on normal commercial terms other than any
                                sale or other disposal of any heritable, real or
                                leasehold property;

                     (ii)       any sale or disposal of assets expressed in any
                                Security Documents to be charged by way of
                                floating charge only and which are obsolete or
                                redundant and have a nominal or scrap value
                                only;

                     (iii)      a sale or disposal to an Obligor or a disposal
                                by a Group Company which is not an Obligor to
                                another Group Company


                                       16
<PAGE>   24
                                which is an Obligor provided the transferee has
                                granted Full Group Security;

                     (iv)       any disposal on arm's length terms where the
                                aggregate value of the assets the subject of the
                                disposal by Group Companies in any 12 month
                                period other than in accordance with paragraphs
                                (i) to (iii) above in any financial year does
                                not exceed L250,000 (based on the higher of book
                                value or consideration);


           Provided in each case that any monies thereby received by the member
           of the Group making the sale or disposition are credited to an
           account with the Agent but for the avoidance of doubt such monies
           will not be treated as Unapplied Net Proceeds;


           "PERMITTED FINANCIAL INDEBTEDNESS" means Financial Indebtedness:

           (a)       of the Group from time to time under this Agreement;

           (b)       under the Loan Stock Instrument;

           (c)       arising between Group Companies where each has granted Full
                     Group Security;

           (d)       arising under Hedging Agreements entered into by any Group
                     Company;

           (e)       under any lease or hire purchase contract which would in
                     accordance with GAAP be treated as a Finance Lease in terms
                     of which assets with an aggregate outstanding capital value
                     not exceeding US$3,000,000 (or such greater amount as the
                     Agent may from time to time agree) are hired or leased;

           (f)       of Clinical Group Members owed to an Approved Financier in
                     an aggregate principal amount not exceeding US$5,000,000;

           (g)       the letter of credit referred to in Clause 22.1.10 (subject
                     always to the Parent's compliance with its obligations
                     under that Clause);

           (h)       of Clinical Group Members to Bank of America (subject
                     always to the Parent's compliance with its obligations
                     under Clause 22.1.9);

           (i)       approved in writing by the Agent;


           "PERMITTED SECURITY INTEREST" means:-

           (a)       rights of retention of title and liens which are implied by
                     law or custom of trade or are incorporated in the standard
                     terms of contract of another contracting party and which
                     arise in any such case in the ordinary course of trade of
                     any Group Company;

           (b)       any liens and rights of set off arising by operation of law
                     in the ordinary course of trading of any Group Company;

           (c)       any Security which the Agent has at any time in writing
                     agreed shall be a Permitted Security Interest;

           (d)       any Security created under the Finance Documents;


                                       17
<PAGE>   25
           (e)       any Security created by any court order in favour of the
                     plaintiff or the defendant in any action as security for
                     costs or expenses provided the relevant Group Company is
                     pursuing or defending such action in the bona fide
                     interests of that Group Company and provided further that
                     such action is not an Event of Default or Default;

           (f)       any Security other than otherwise permitted under this
                     Agreement securing Financial Indebtedness in an aggregate
                     principal amount not exceeding L250,000;

           (g)       any Security over credit balances and bank accounts of
                     members of the Clinical Group with an Approved Financier
                     created in order to facilitate the operation of such bank
                     accounts and other bank accounts of such members of the
                     Clinical Group with such Approved Financier on a net
                     balance basis with credit balances and debit balances on
                     the various accounts being netted off for interest
                     purposes;

           (h)       any Security held by an Approved Financier over assets of
                     members of the Clinical Group;

           (i)       any Security held by Bank of America in respect of assets
                     of Clinical Group Members and any Security held by The
                     Royal Bank of Canada in respect of assets of Clintrials
                     BioResearches Limited (subject always to the Parent's
                     compliance with its obligations under Clause 22.1.9);


           "PRIMARY DEFAULT" means:-

           (a)       the occurrence of an Insolvency Event;

           (b)       a breach of any Merger Related Undertaking;

           (c)       an Event of Default in terms of Clause 23.17;

           (d)       a breach of Clause 22.1.3(p);


           "PRIMARY WARRANTIES" means those representations and warranties in
           Clauses 19.1, 19.2, and 19.3;


           "PROPERTY" means Elphinstone Research Centre, Tranent, East Lothian;
           The Origo Centre, Riccarton, Midlothian; and 46 Millar Crescent,
           Edinburgh;


           "QUALIFYING LENDER" has the meaning given to it in Clause 13;


           "QUOTATION DAY" means, in relation to any period for which an
           interest rate is to be determined, two Business Days before the first
           day of that period unless market practice differs in the Relevant
           Interbank Market, in which case the Quotation Day will be determined
           by the Agent in accordance with market practice in the Relevant
           Interbank Market (and if quotations would normally be given by
           leading banks in the Relevant Interbank Market on more than one day,
           the Quotation Day will be the last of those days);


           "RE-DENOMINATED COMMITMENT AMOUNT" bears the meaning given to it in
           Clause 5.5;


           "RE-DENOMINATION DATE" bears the meaning given to it in Clause 5.3 ;


                                       18
<PAGE>   26
           "RE-DENOMINATION PERIOD" means the period of one month from Closing;


           "REFERENCE BANKS" means the principal London offices of such banks as
           may be appointed by the Agent in consultation with the Parent;


           "RELEVANT DISPOSAL" means a disposal of fixed assets or groups of
           fixed assets by a member of the Ringfenced Group the net proceeds of
           which are at least L500,000, not being a disposal from one Obligor to
           another;


           "RELEVANT INTERBANK MARKET" means the London interbank market;


           "REPAYMENT DATE" means a Series 1 Term Facilities Repayment Date, a
           Series 2 Term Facilities Repayment Date or a Capital Expenditure
           Facility Repayment Date as the context may require;


           "REPAYMENT INSTALMENT" means a Series 1 Term Facility Repayment
           Instalment, a Series 2 Term Facility Repayment Instalment or a
           Capital Expenditure Facility Repayment Instalment as the context may
           require;


           "REPEATING REPRESENTATIONS" means each of the representations given
           pursuant to Clause 19 save for those in Clauses 19.5.2 (in respect of
           a Default only), 19.6, 19.10, 19.11, 19.12, 19.13, 19.17, 19.20,
           19.21, 19.22 and 19.23;


           "REPORTS" means the Accountants Report, the Environmental Report, the
           Insurance Report, the Pensions Report, Legal Report, Market Report
           and Canadian Report on Title;


           "RESERVATIONS" means the principle that equitable remedies are
           remedies which may be granted or refused at the discretion of the
           court and damages may be regarded as an adequate remedy, the
           limitation of enforcement by laws relating to bankruptcy, insolvency,
           liquidation, reorganisation, court schemes, moratoria, administration
           and other laws generally affecting the rights of creditors, the
           time-barring of claims under the Limitation Acts (and similar
           legislation), the possibility that an undertaking to assume liability
           for or to indemnify a person against non-payment of stamp duty may be
           void, the fact that a court may refuse to give effect to a purported
           contractual obligation to pay costs imposed upon another party in
           respect of the costs of any unsuccessful litigation brought against
           that party or may not award by way of costs all of the expenditure
           incurred by a successful litigant in proceedings brought before that
           court, or that a court may stay proceedings if concurrent proceedings
           based on the same grounds and between the same parties have
           previously been brought before another court, that a court may not
           give effect to the provisions of Clause 35 (or any similar provision
           in another Finance Document) and that interest at a default rate on
           overdue amounts may be a penalty and not recoverable;


           "RESIGNATION LETTER" means a letter substantially in the form set out
           in Schedule 9;


           "RINGFENCED GROUP" means the Group other than the Clinical Group
           Members and "RINGFENCED GROUP MEMBERS" shall be construed
           accordingly;


           "SALE" means a sale of all or substantially all of the issued share
           capital of the Parent or a sale of all or substantially all of the
           business and assets of the Group;


                                       19
<PAGE>   27
           "SCREEN RATE" means the British Bankers' Association Interest
           Settlement Rate for dollars for the relevant period displayed on the
           appropriate page of the Reuters screen. If the agreed page is
           replaced or service ceases to be available, the Agent may specify
           another page or service displaying the appropriate rate after
           consultation with the Parent and the Lenders;


           "SECOND STAGE SECURITY" means:

           (a)       pledge/charge by Canada Holdco in respect of the entire
                     issued stock of Target;

           (b)       Guarantor Accession Letter by Clintrials BioResearches
                     Limited;

           (c)       deed of hypothecation by Clintrials BioResearches Limited;

           (d)       Canadian Financial Assistance Documents;


           each in the form agreed by the parties acting reasonably;


           "SECURITY" means a mortgage, charge, pledge, lien, floating charge,
           standard security, debenture, hypothec or other security interest
           securing any obligation of any person or any other agreement or
           arrangement having a similar effect;


           "SECURITY ACCOUNT" means such account (bearing interest at an
           appropriate market rate) with the Agent in the name of the relevant
           Group Company into which any sums are to be paid in accordance with
           this Agreement and which is subject to such security or other payment
           or blocking or designation arrangements as the Agent may reasonably
           require;


           "SECURITY DOCUMENTS" means the Security Documents to be granted by
           each Obligor to the Security Trustee and listed in Schedule 3 and all
           other documents from time to time creating, evidencing or granting
           Security in favour of the Finance Parties (or any of them) and
           granted by the Obligor as security for the obligations of the
           Obligors to the Lenders from time to time under any of the Finance
           Documents and "Security Document" shall be construed accordingly;


           "SECURITY TRUSTEE" means Bear Stearns Corporate Lending Inc in its
           capacity as security trustee of the Security Documents under and in
           terms of Clause 27.17 and its successors and assigns in that
           capacity;


           "SELECTION NOTICE" means a notice substantially in the form set out
           in Schedule 5 given in accordance with Clause 10 in relation to a
           Facility;


           "SERIES 1 TERM FACILITIES" means each and all of the Parent Series 1
           Refinancing Term Facility, the Parent Series 1 Acquisition Term
           Facility and the Canada Holdco Series 1 Acquisition Term Facility;


           "SERIES 1 TERM FACILITY LOAN" means a loan made or to be made under
           any Series 1 Term Facility or the principal amount outstanding for
           the time being of that loan;


           "SERIES 2 TERM FACILITIES" means each and all of the Parent Series 2
           Refinancing Term Facility, the Parent Series 2 Acquisition Term
           Facility and the Canada Holdco Series 2 Acquisition Term Facility;


                                       20
<PAGE>   28
           "SERIES 2 TERM FACILITY LOAN" means a loan made or to be made under
           any Series 2 Term Facility or the principal amount outstanding for
           the time being of that loan;


           "SHAREHOLDER PAYMENT" means any payment (whether in cash or
           otherwise) by the Parent in respect of:

           (a)       Distributions in respect of its shares; or

           (b)       redemption of any of its shares or the Loan Stock; or

           (c)       interest on the Loan Stock;


           "SPECIFIED PURPOSE" means in respect of any particular Facility, the
           purpose of such Facility as specified in Clause 3.1;


           "SPECIFIED TIME" means a time determined in accordance with Schedule
           11;


           "STERLING" and "L" means the lawful currency of the United Kingdom;


           "STERLING EQUIVALENT" means in respect of currency borrowings or
           utilisations in the Optional Currency under the Working Capital
           Facility the amount of Sterling required to purchase the relevant
           currency at the Working Capital Bank's spot rate of exchange on the
           applicable day at such time as the Working Capital Bank may select in
           accordance with its normal market practice for currency borrowings
           under working capital facilities;


           "STOCKHOLDERS AGREEMENT" means the stockholders agreement dated on or
           around the date hereof between inter alia the Parent and US Newco;


           "SUBSIDIARY" means a subsidiary within the meaning of section 736 of
           the Companies Act 1985;


           "SURPLUS" means that amount in excess of US$2,000,000 by which the
           cash flow covenant referred to in Clause 21.1.4 is exceeded on any
           covenant test date;


           "TARGET" means Clintrials Research Inc;


           "TARGET ACCOUNTS" means the draft financial statements of each Target
           Group Company for the financial year ended 31 December 2000 together
           with all statements, notes, directors and auditors reports annexed to
           or incorporated in them;


           "TARGET GROUP" means the Target and its Subsidiaries and "TARGET
           GROUP COMPANY" means any of them;


           "TARGET GROUP US BANK INDEBTEDNESS" means the indebtedness as at
           today's date of Target Group Companies to Bank of America;


           "TARGET MANAGEMENT ACCOUNTS" means the individual and consolidated
           management accounts of the Target Group for the period to 31 December
           2000;


           "TARGET STOCK" means the Company Common Stock, as defined in the
           Merger Agreement;


                                       21
<PAGE>   29

        "TAX" means any tax, levy, impost, duty or other charge or withholding
        of a similar nature (including any penalty or interest payable in
        connection with any failure to pay or any delay in paying any of the
        same);


        "TAXES ACT" means the Income and Corporation Taxes Act 1988;


        "TENDER OFFER" means the Offer, as defined in the Merger Agreement;


        "TERM FACILITY" means any of the Series 1 Term Facilities or the Series
        2 Term Facilities;


        "TERMINATION EVENT" means:

        (a)     a "Reportable Event" described in Section 4043 of ERISA; or

        (b)     the withdrawal of any Borrower, Group Company or any ERISA
                Affiliate from a Pension Plan during a plan year in which it was
                a "substantial employer" as defined in Section 4001(a)(2) of
                ERISA; or

        (c)     the termination of a Pension Plan, the filing of a notice of
                intent to terminate a Pension Plan or the treatment of a Pension
                Plan amendment as a termination under Section 4041 of ERISA; or

        (d)     the institution of proceedings to terminate, or the appointment
                of a trustee with respect to, any Pension Plan by the PBGC; or

        (e)     any other event or condition which would constitute grounds
                under Section 4042(a) of ERISA for the termination of, or the
                appointment of a trustee to administer, any Pension Plan; or

        (f)     the partial or complete withdrawal of any Borrower, Group
                Company or ERISA Affiliate from a Multiemployer Plan; or

        (g)     the imposition of a Lien pursuant to Section 412 of the Code or
                Section 302 of ERISA; or

        (h)     any event or condition which results in the reorganisation or
                insolvency of a Multiemployer Plan under Sections 4241 or 4245
                or ERISA; or

        (i)     any event or condition which results in the termination of a
                Multiemployer Plan under Section 4041A of ERISA or the
                institution by PBGC of proceedings to terminate a Multiemployer
                Plan under Section 4042 of ERISA;


        "THIRD STAGE SECURITY" means a pledge/charge by Canada Holdco in respect
        of the entire issued share capital of Clintrials BioResearches Limited
        in the agreed form;


        "TOTAL COMMITMENTS" means the aggregate of the Canada Holdco Series 1
        Acquisition Term Facility Commitments, Canada Holdco Series 2
        Acquisition Term Facility Commitments, Parent Series 1 Acquisition Term
        Facility Commitments, Parent Series 2 Acquisition Term Facility
        Commitments, Parent Series 1 Refinancing Term Facility Commitments,
        Parent Series 2 Refinancing Term Facility Commitments the Total Capital
        Expenditure Facility Commitments and the Total Working Capital Facility
        Commitments;


                                       22
<PAGE>   30
        "TOTAL CAPITAL EXPENDITURE FACILITY COMMITMENTS" means the aggregate of
        the Capital Expenditure Facility Commitments being C$15,300,000 at the
        date of this Agreement;


        "TOTAL WORKING CAPITAL FACILITY COMMITMENTS" means the aggregate of the
        Working Capital Facility Commitments being L6,000,000 at the date of
        this Agreement;


        "TRANSACTION DOCUMENTS" means the Finance Documents, the Merger
        Documents, the Tender Offer and the Equity Documents;


        "TRANSFER CERTIFICATE" means a certificate substantially in the form set
        out in Schedule 7 or any other form agreed between the Agent and the
        Parent;


        "TRANSFER DATE" means, in relation to a transfer, the later of:

        (a)     the proposed Transfer Date specified in the Transfer
                Certificate; and

        (b)     the date on which the Agent executes the Transfer Certificate;


        "UNAPPLIED NET PROCEEDS" means in respect of a Relevant Disposal means
        those net proceeds of such Relevant Disposal which, as at the end of the
        period of 6 months after the date of such relevant disposal, have not
        been applied in a Permitted Application;


        "UNPAID SUM" means any sum due and payable but unpaid by an Obligor
        under the Finance Documents;


        "US DOLLARS" and "US$" means the lawful currency of the United States of
        America;


        "US NEWCO" means Indigo Acquisition Corp;


        "UTILISATION" means a utilisation of a Facility;


        "UTILISATION DATE" means the date of a Utilisation, being the date on
        which the relevant Loan or Utilisation of the Working Capital Facility
        is to be made;


        "UTILISATION REQUEST" means a notice substantially in the form set out
        in Schedule 4;


        "VAT" means value added tax as provided for in the Value Added Tax Act
        1994 and any other tax of a similar nature;


        "WORKING CAPITAL AVAILABLE AMOUNT" means subject to the Working Capital
        Facility Limit at any time the difference between the Total Working
        Capital Facility Commitments of all Working Capital Banks and the
        Working Capital Outstandings at that time;


        "WORKING CAPITAL FACILITY" means the working capital facility made
        available under this Agreement and described in Clause 2.1.3;


                                       23
<PAGE>   31
        "WORKING CAPITAL FACILITY COMMITMENT" means:

        (a)     in relation to an Original Lender, the amount, if any, set under
                its name opposite the words "Working Capital Facility
                Commitment" in Schedule 2 and the amount of any other Working
                Capital Facility Commitment transferred to it under this
                Agreement; and

        (b)     in relation to any other Lender, the amount, if any, of any
                Working Capital Facility Commitment transferred to it under this
                Agreement,


        to the extent not cancelled, reduced or transferred by it under this
        Agreement;


        "WORKING CAPITAL FACILITY LIMIT" means L6,000,000;


        "WORKING CAPITAL LENDER" means any Lender having a Working Capital
        Facility Commitment which is greater than zero;


        "WORKING CAPITAL LOAN" means a loan or utilisation made or to be made
        under the Working Capital Facility or the principal amount outstanding
        for the time being of that loan or utilisation;


        "WORKING CAPITAL OUTSTANDINGS" means, at any time, the aggregate of:

        (a)     all amounts outstanding in Sterling by way of overdraft under
                the Working Capital Facility;

        (b)     the Sterling Equivalent of all amounts outstanding by way of
                overdraft in the Optional Currency under the Working Capital
                Facility;

        (c)     the Guaranteed Amount of each Bank Guarantee issued by the
                Working Capital Bank;

        (d)     such amount calculated on a market to market basis as the
                Working Capital Bank may, in accordance with its then current
                credit policy accord as a risk weighting to all outstanding FFE
                Contracts; and

        (e)     in relation to any other facilities or financial accommodation
                provided under the Working Capital Facility, such other amounts
                as the Working Capital Bank determines fairly represents the
                aggregate exposure of the Working Capital Bank in respect of
                that facility or accommodation;


        "WORKING CAPITAL REPAYMENT DATE" means 31 December 2007.

1.2     CONSTRUCTION

1.2.1   Any reference in this Agreement to:

        (a)     "AGREED FORM" means in relation to a document the form agreed by
                the Parent and the Agent and initialled by them or on their
                behalf for the purpose of identification on the date of this
                Agreement or if not then agreed, in form and substance
                acceptable to the Agent;

        (b)     "ASSETS" includes present and future properties, revenues and
                rights of every description;


                                       24
<PAGE>   32
        (c)     a "FINANCE DOCUMENT" or any other agreement or instrument is a
                reference to that Finance Document or other agreement or
                instrument as amended or novated;

        (d)     "INDEBTEDNESS" includes any obligation (whether incurred as
                principal or as surety) for the payment or repayment of money,
                whether present or future, actual or contingent;

        (e)     a "PERSON" includes any person, firm, company, corporation,
                government, state or agency of a state or any association, trust
                or partnership (whether or not having separate legal
                personality) or two or more of the foregoing;

        (f)     a "REGULATION" includes any regulation, rule, official
                directive, request or guideline (whether or not having the force
                of law but if not, being a regulation, rule, official directive,
                request or guideline in accordance with which those to whom it
                is addressed customarily comply) of any governmental,
                intergovernmental or supranational body, agency, department or
                regulatory, self-regulatory or other authority or organisation;

        (g)     a provision of law is a reference to that provision as amended
                or re-enacted; and

        (h)     unless a contrary indication appears, a time of day is a
                reference to London time.

1.2.2   Section, Clause and Schedule headings are for ease of reference only.

1.2.3   Unless a contrary indication appears, a term used in any other Finance
        Document or in any notice given under or in connection with any Finance
        Document has the same meaning in that Finance Document or notice as in
        this Agreement.

1.2.4   A Default (other than an Event of Default) is "CONTINUING" if it has not
        been remedied or waived and an Event of Default is "CONTINUING" if it
        has not been waived.


                                       25
<PAGE>   33
1.3     CURRENCY CONVERSION


        Where any calculation of a monetary amount is required to be made in
        Sterling or Canadian Dollars under this Agreement and any sum forming
        part or the whole of such monetary amount is, or is to be denominated
        in, a currency other than Sterling, or as appropriate Canadian Dollars,
        such sum shall (except as otherwise provided for herein) for the
        purposes of such calculation be converted notionally into Sterling or as
        appropriate Canadian Dollars at the rate of exchange at which the Agent
        would have been able to make a spot purchase of such sum with Sterling
        or as appropriate Canadian Dollars in the London foreign exchange market
        at or about 11.00 a.m. on the second business day preceding the date as
        at which the calculation is to be made or, if the relevant date is not a
        day on which the London foreign exchange markets are open for spot
        transactions in Sterling or as appropriate Canadian Dollars and that
        currency, or the next following (or, if the Agent so determines, the
        immediately preceding) such day.

2       THE FACILITIES

2.1     THE FACILITIES


        Subject to the terms of this Agreement:

2.1.1 The Lenders make available to the Parent:

        (a)     a Sterling senior term loan facility in an aggregate amount
                equal to the Parent Series 1 Refinancing Term Facility
                Commitments;

        (b)     a Sterling senior term loan facility in an aggregate amount
                equal to the Parent Series 2 Refinancing Term Facility
                Commitments;

        (c)     a US Dollar (initially denominated) senior term loan facility in
                an aggregate amount equal to the Parent Series 1 Acquisition
                Term Facility Commitments;

        (d)     a US Dollar (initially denominated) senior term loan facility in
                an aggregate amount equal to the Parent Series 2 Acquisition
                Term Facility Commitments.

2.1.2   The Lenders make available to Canada Holdco:

        (a)     a US Dollar (initially denominated) senior term loan facility in
                an aggregate amount equal to the Canada Holdco Series 1
                Acquisition Term Facility Commitments;

        (b)     a US Dollar (initially denominated) senior term loan facility in
                an aggregate amount equal to the Canada Holdco Series 2
                Acquisition Term Facility Commitments; and

        (c)     a Canadian Dollar capital expenditure facility in an aggregate
                amount equal to the Total Capital Expenditure Facility
                Commitments.

2.1.3   The Working Capital Bank makes available to the Borrowers a Sterling
        working capital facility in an aggregate amount equal to the Total
        Working Capital Facility Commitments.


                                       26
<PAGE>   34
2.2     LENDER'S RIGHTS AND OBLIGATIONS

2.2.1   The obligations of each Lender under the Finance Documents are several.
        Failure by a Lender to perform its obligations under the Finance
        Documents does not affect the obligations of any other Party under the
        Finance Documents. No Finance Party is responsible for the obligations
        of any other Finance Party under the Finance Documents.

2.2.2   The rights of each Lender under or in connection with the Finance
        Documents are separate and independent rights and any debt arising under
        the Finance Documents to a Lender from an Obligor shall be a separate
        and independent debt.

2.2.3   A Finance Party may, except as otherwise stated in the Finance
        Documents, separately enforce its rights under the Finance Documents.

3       PURPOSE AND CONDITIONS PRECEDENT

3.1     PURPOSE

3.1.1   The Parent shall apply all amounts borrowed by it under the Parent
        Series 1 Refinancing Term Facility and the Parent Series 2 Refinancing
        Term Facility towards the refinancing of the Existing Inveresk
        Facilities.

3.1.2   Each relevant Borrower shall apply all amounts borrowed by it under the
        Parent Series 1 Acquisition Term Facility, the Parent Series 2
        Acquisition Term Facility, the Canada Holdco Series 1 Acquisition Term
        Facility and the Canada Holdco Series 2 Acquisition Term Facility
        towards:

        (a)     satisfaction of the consideration payable for Target Stock
                pursuant to the Tender Offer or any extension thereof;

        (b)     satisfaction of the consideration payable for Target Stock
                pursuant to the Merger; and

        (c)     payment of agreed costs and expenses in connection with the
                Tender Offer and the Merger.

3.1.3   Canada Holdco shall apply all amounts borrowed by it under the Capital
        Expenditure Facility towards capital expenditure incurred in expanding
        the capacity of Clintrials BioResearches Limited pre-clinical trials
        operations.

3.1.4   Each relevant Borrower shall utilise the Working Capital Facility for
        general working capital purposes and payment of fees and expenses in
        connection with the Merger but not to make prepayments of any Loan.

3.2     MONITORING


        No Finance Party is bound to monitor or verify the application of any
        amount borrowed pursuant to this Agreement.

3.3     INITIAL CONDITIONS PRECEDENT


        No Borrower may deliver a Utilisation Request in respect of any Loan or
        the Capital Expenditure Facility and no Borrower may make any
        Utilisation of the Working Capital Facility unless the Agent has
        received all the documents and other evidence


                                       27
<PAGE>   35
        listed in Part 1 of Schedule 3 each such document/item (other than
        Security Documents) being in form and substance satisfactory to the
        Agent and the following additional conditions have been satisfied:-

3.3.1   the Minimum Condition having been satisfied;

3.3.2   all conditions to the Tender Offer set forth in Annex A to the Merger
        Agreement shall have been satisfied (and a written confirmation from the
        Parent, acting reasonably and in good faith after consultation with the
        Agent, will satisfy this requirement) or (with the consent of the Agent)
        waived;

3.3.3   no event or matter has had a material adverse effect on the financial
        condition, assets or revenues of the Group taken as a whole having
        occurred (and a written confirmation from the Parent, acting reasonably
        and in good faith, will satisfy this requirement).

3.4     ADDITIONAL ACQUISITION TERM LOANS CONDITIONS PRECEDENT

3.4.1   No Borrower may deliver a Utilisation Request in respect of any Series 2
        Term Facility Loan unless the Available Facility in respect of all
        Series 1 Term Facilities is zero.

3.4.2   No Borrower may deliver a Utilisation Request in respect of the Parent
        Series 1 Acquisition Term Facility, the Parent Series 2 Acquisition Term
        Facility, the Canada Holdco Series 1 Acquisition Term Facility, and the
        Canada Holdco Series 2 Acquisition Term Facility unless:

        (a)     together with such Utilisation Request, the Borrower has
                delivered a duly completed and executed Form U-1 pursuant to
                Regulation U of the United States Board of Governors of the
                Federal Reserve System ("Regulation U"); and

        (b)     the aggregate outstanding balance of all Loans advanced under
                the Parent Series 1 Acquisition Term Facility, the Parent Series
                2 Acquisition Term Facility, the Canada Holdco Series 1
                Acquisition Term Facility, and the Canada Holdco Series 2
                Acquisition Term Facility, after giving effect to the advance
                pursuant to the Utilisation Request, does not exceed fifty per
                cent (50%) of the current market value (as defined in Regulation
                U) of the Target Stock, including the Target Stock to be
                acquired by the Borrower pursuant to the Utilisation Request,


        provided, however, that the foregoing conditions shall not apply if upon
        the acquisition of Target Stock pursuant to the Utilisation Request the
        Target Stock will not be "margin stock" as defined under Regulation U.

3.5     FURTHER CONDITIONS PRECEDENT

3.5.1   Subject to Clause 3.6 the Lenders will only be obliged to comply with
        Clause 4.1.4 if on the date of the Utilisation Request and on the
        proposed Utilisation Date:

        (a)     no Default is continuing or would result from the proposed Loan;
                and

        (b)     the Repeating Representations to be made by each Obligor are
                true in all material respects.


                                       28
<PAGE>   36
3.6     CERTAIN FUNDS PERIOD

3.6.1   Notwithstanding any other provision of this Agreement other than Clause
        3.4.2, during the Availability Period:

        (a)     the relevant Borrowers shall be entitled to utilise the Parent
                Series 1 Acquisition Term Facility Loans, Parent Series 2
                Acquisition Term Facility Loans, Canada Holdco Series 1
                Acquisition Term Facility Loans and Canada Holdco Series 2
                Acquisition Term Facility Loans and the Parent Series 1
                Refinancing Term Facility Loans and the Parent Series 2
                Refinancing Term Facility Loans and the Lenders shall be obliged
                make the Parent Series 1 Acquisition Term Facility Loans, Parent
                Series 2 Acquisition Term Facility Loans, Canada Holdco Series 1
                Acquisition Term Facility Loans and Canada Holdco Series 2
                Acquisition Term Facility Loans and the Parent Series 1
                Refinancing Term Facility Loans and the Parent Series 2
                Refinancing Term Facility Loans available despite the occurrence
                or existence of any Event of Default (other than prior to the
                Drawdown Date a Primary Default) or a breach of warranty (other
                than prior to the Drawdown Date a Primary Warranty) in order
                (and only to the extent) that US Newco is able to comply with
                its obligations under the Tender Offer and Merger Agreement to
                pay the consideration payable in relation to the acquisition of
                the Target Stock and to refinance the Existing Inveresk
                Facilities; and

        (b)     no Finance Party will have or seek to exercise any right of
                rescission or other remedy (whether under the Finance Documents
                or the general law) with a view to refusing to make any amount
                available under the facilities referred to in Clause 3.6.1(a).

3.6.2   The Borrowers acknowledge that the terms of Clause 3.6.1 above do not
        amount to a waiver of any Event of Default or Default and accordingly
        shall not prejudice any rights of the Agent and/or any of the other
        Finance Parties to exercise any rights under this Agreement or any
        rights of recission or other remedies in respect of any such Event of
        Default or Default or such other rights or remedies on the expiry of the
        Availability Period.

3.6.3   For the purposes of this Clause 3.6 and Clause 23.25 only, Clause 23.7
        shall be amended so as to appear in the following form:


        "Any distress, execution, arrestment, attachment, inhibition or other
        diligence or legal process affects any asset of any Material Company and
        such circumstances in the reasonable opinion of the Lenders could have a
        Material Adverse Effect; or"

3.6.4   For the purposes of this Clause 3.6 and Clause 23.25 only, Clause
        23.8(a) shall be amended so as to appear in the following form:


        "(a) any Material Company to be adjudicated or found insolvent other
        than proceedings which are proved to the satisfaction of the Agent,
        acting reasonably, to be frivolous or vexatious and which are discharged
        within 21 days of presentation;"


                                       29
<PAGE>   37
3.7     MAXIMUM NUMBER OF LOANS

3.7.1   The Parent may not deliver a Utilisation Request if as a result of the
        proposed Utilisation:

        (a)     2 or more Parent Series 1 Refinancing Term Facility Loans or 2
                or more Parent Series 2 Refinancing Term Facility Loans would be
                outstanding;

        (b)     6 or more Parent Series 1 Acquisition Term Facility Loans or 4
                or more Parent Series 2 Acquisition Term Facility Loans would be
                outstanding.

3.7.2   Canada Holdco may not deliver a Utilisation Request if as a result of
        the proposed Utilisation:

        (a)     6 or more Canada Holdco Series 1 Acquisition Term Facility Loans
                or 4 or more Canada Holdco Series 2 Acquisition Term Facility
                Loans would be outstanding;

        (b)     5 or more Capital Expenditure Facility Loans would be
                outstanding.

3.8     CONDITIONS RELATING TO CAPITAL EXPENDITURE FACILITY

3.8.1   The Lenders will only be obliged to comply with Clause 4.1.4 with
        respect to a Capital Expenditure Facility Loan if the Agent has received
        not less than 5 Business Days before the date of the Utilisation Request
        such evidence as it may reasonably require demonstrating the relevant
        Capital Expenditure Facility Loan both in amount and with regard to its
        intended application is in accordance with the relevant Operating
        Budget.

4       UTILISATION OF TERM LOANS

4.1     SERIES 1 TERM FACILITIES, SERIES 2 TERM FACILITIES AND CAPITAL
        EXPENDITURE FACILITIES

4.1.1   DELIVERY OF A UTILISATION REQUEST

4.1.1.1 Without prejudice to the terms of Clause 4.1.1.2 the relevant Borrower
        may utilise a Term Facility and the Capital Expenditure Facility by
        delivery to the Agent of a duly completed Utilisation Request not later
        than the Specified Time.

4.1.1.2 The Parent shall procure that an Original Borrower shall utilise the
        maximum aggregate principal amount of the Parent Series 1 Refinancing
        Term Facility and the Parent Series 2 Refinancing Term Facility
        simultaneously with the initial Utilisation of any of the other
        Facilities.

4.1.2   COMPLETION OF A UTILISATION REQUEST

4.1.2.1 Each Utilisation Request is irrevocable and will not be regarded as
        having been duly completed unless:

        (a)     it identifies the Facility to be utilised;

        (b)     the proposed Utilisation Date is a Business Day within the
                Availability Period applicable to that Facility;


                                       30
<PAGE>   38
        (c)     the currency and amount of the Utilisation comply with Clause
                4.1.3; and

        (d)     the proposed Interest Period complies with Clause 10.

4.1.2.2 Only one Loan may be requested in each Utilisation Request.

4.1.3   CURRENCY AND AMOUNT

4.1.3.1 The currency specified in a Utilisation Request must be the Base
        Currency.

4.1.3.2 The amount of a proposed Loan shall be a minimum of L5,000,000 in
        respect of the Parent Series 1 Refinancing Term Facility Loan or the
        Parent Series 2 Refinancing Term Facility (and in each case an integral
        multiple of L500,000); a minimum of US$1,000,000 in respect of the
        Parent Series 1 Acquisition Term Facility, the Parent Series 2
        Acquisition Term Facility, the Canada Holdco Series 1 Acquisition Term
        Facility and the Canada Holdco Series 2 Acquisition Term Facility (and
        in each case an integral multiple of US$250,000) and Canadian $1,500,000
        in respect of the Capital Expenditure Facility (and an integral multiple
        of C$300,000).

4.1.4   LENDERS' PARTICIPATION

4.1.4.1 If the conditions set out in this Agreement have been met, each Lender
        shall make its participation in each Loan available through its Facility
        Office.

4.1.4.2 The amount of each Lender's participation in each Loan will be equal to
        the proportion borne by its Available Commitment to the Available
        Facility immediately prior to making the Loan.

4.1.4.3 The Agent shall notify each Lender of the amount, currency and the
        amount of each Loan at the Specified Time.

5       RE-DENOMINATION OF ACQUISITION TERM LOANS

5.1     PARENT'S OPTION

        The Parent shall at any time during the Re-denomination Period be
        entitled to serve notice upon the Agent requiring all Loans made under
        the Canada Holdco Series 1 Acquisition Term Facility and the Canada
        Holdco Series 2 Acquisition Term Facility to be re-denominated in
        Canadian Dollars and all Loans made under the Parent Series 1
        Acquisition Term Facility and the Parent Series 2 Acquisition Term
        Facility to be re-denominated in Sterling.

5.2     AGENT'S OPTION

        If the Parent does not serve the notice contemplated by Clause 5.1
        before the expiry of the Re-denomination Period the Agent shall at any
        time during the period of one month from expiry of the Re-denomination
        Period be entitled to serve a notice upon the Parent requiring the
        re-denominations referred to in Clause 5.1.

5.3     NOTICE

        A notice by the Parent pursuant to Clause 5.1 or by the Agent pursuant
        to Clause 5.2 shall specify the proposed date of re-denomination (the
        "Re-denomination Date") which shall be not less than 3 Business Days
        after the date of the notice itself.


                                       31
<PAGE>   39
5.4     RE-DENOMINATION AMOUNT


        On the Re-denomination Date:

        (a)     all Loans made under the Canada Holdco Series 1 Acquisition Term
                Facility and the Canada Holdco Series 2 Acquisition Term
                Facility shall be repaid by the Relevant Borrower in US Dollars
                on that date and thereupon re-advanced in Canadian Dollars in
                the FFE Amount (or such other amount as may be relevant); and

        (b)     all Loans made under the Parent Series 1 Acquisition Term
                Facility and the Parent Series 2 Acquisition Term Facility shall
                be repaid by the Relevant Borrower in US Dollars on that date
                and thereupon re-advanced in Sterling in the FFE Amount (or such
                other amount as may be relevant);


        in each case as a separate Loan.

5.5     RE-DENOMINATION OF COMMITMENTS


        Upon the re-denomination of any Loans pursuant to this Clause 5 the
        Commitment of each Lender in respect of the relevant Loan shall be
        re-calculated as the amount (the "Re-denominated Commitment Amount") in
        the new currency which bears the same proportion to the total FFE Amount
        as its previous Commitment bore to the US Dollar amount repaid.

6       THE WORKING CAPITAL FACILITY

6.1     NATURE OF FACILITY

6.1.1   The Working Capital Facility is available for utilisation by any
        Borrower, subject to the other terms hereof, at any time during the
        Availability Period provided there has been an advance of any other
        Loan.

6.1.2   The Working Capital Facility is made available by the Working Capital
        Bank in an aggregate maximum principal amount equal to the Working
        Capital Facility Limit.

6.1.3   The Working Capital Facility shall, subject to Clauses 6.2.2 and 6.2.3,
        cease to be available on the Working Capital Repayment Date or such
        earlier date on which it is cancelled in accordance with the terms
        hereof.

6.1.4   Each Borrower shall complete such mandate and other documents in respect
        of the Working Capital Facility as the Working Capital Bank may require
        in accordance with its normal practice for commercial borrowers.

6.2     UTILISATION

6.2.1   Subject to the other terms of this Agreement, the Working Capital Bank
        agrees to make the Working Capital Facility available on a revolving
        basis to the Borrowers to be utilised on any Business Day by way of:

        (a)     issue of Bank Guarantees in Sterling or the Optional Currency;

        (b)     overdraft in Sterling or the Optional Currency on usual banking
                terms;

        (c)     FFE Contracts; and


                                       32
<PAGE>   40
        (d)     such other facilities or financial accommodation as the Working
                Capital Bank and the Borrowers may agree.

6.2.2   No utilisation of the Working Capital Facility under 6.2.1 shall be made
        if it would result in the Working Capital Outstandings exceeding the
        Working Capital Facility Limit.

6.2.3   No utilisation of the Working Capital Facility under Clause 6.2.1 may be
        made if on the date of the proposed utilisation a Default has occurred
        and is continuing or would occur on such utilisation except in respect
        of a utilisation of the Working Capital Facility to be made for the sole
        purpose of, (demand having been made under a Bank Guarantee issued by
        the Working Capital Bank), paying the amount guaranteed or otherwise
        assured under that Bank Guarantee or reimbursing the Working Capital
        Bank in respect of the amount properly paid by the Working Capital Bank
        under that Bank Guarantee, the utilisation of the Working Capital
        Facility shall be made notwithstanding the occurrence and intimation of
        a Default or any of the representations or warranties to be repeated not
        being correct, unless the Agent shall have served a notice of Default.

6.2.4   For the avoidance of doubt the Working Capital Bank may, without
        liability, return cheques unpaid if the payment of those would result in
        a breach of Clause 6.2.2.

6.2.5   The Working Capital Bank may, with the consent of the Majority Lenders,
        allow the Working Capital Facility Limit to be exceeded.

6.2.6   The issue by the Working Capital Bank of a Bank Guarantee in favour of
        any bank or financial institution in relation to any such facility shall
        itself be regarded for the purposes of this Agreement as a utilisation
        of the Working Capital Facility.

6.3     OPTIONAL CURRENCIES

6.3.1   Whenever a Borrower wishes an overdraft in the Optional Currency, it
        shall make a prior written request to the Working Capital Bank no later
        than 11.00 a.m. five Business Days before the proposed utilisation.

6.3.2   A Borrower may not create an overdraft under the Working Capital
        Facility in the Optional Currency unless the Working Capital Bank has
        confirmed to that Borrower that the Optional Currency is available by
        way of overdraft under the Working Capital Facility.

6.3.3   The Working Capital Bank shall promptly notify the relevant Borrower if
        it agrees with the Borrower that the Optional Currency can be utilised
        by way of the overdraft under the Working Capital Facility.

6.3.4   If in relation to any payment which is proposed to be denominated in the
        Optional Currency under the overdraft provided under the Working Capital
        Facility, the Working Capital Bank determines that:

        (a)     for whatever reason it is impractical for it to fund that amount
                in the Optional Currency in the ordinary course of business; or

        (b)     central bank or other governmental authorisation in the country
                of the Optional Currency is required to permit its use by the
                Working Capital Bank for the funding of that amount and the
                authorisation has not been


                                       33
<PAGE>   41
                obtained or is not in full force and effect or is subject to
                unacceptable conditions; or

        (c)     the use of the Optional Currency is restricted or prohibited by
                any request, directive, regulation or guideline of any
                governmental body, agency, department or regulatory or other
                authority (whether or not having the force of law) in accordance
                with which the Working Capital Bank is accustomed to act,


        then the Working Capital Bank shall notify the Borrower. If the Working
        Capital Bank so determines that one of the above circumstances applies
        and notwithstanding that it has not notified the Borrower of this the
        Working Capital Bank shall have no obligation to provide such funds and
        make the relevant payment in the Optional Currency under the Working
        Capital Facility.

6.4     EXCHANGE RATE MOVEMENTS

6.4.1   If on any day the Working Capital Outstandings exceed 105% of the
        Working Capital Facility Limit then the relevant Borrowers shall, within
        2 Business Days of receiving the Working Capital Bank's demand so to do,
        pay to the credit of their respective Cash Collateral Accounts such
        amounts as to ensure that the aggregate of:

        (a)     the Working Capital Outstandings, less

        (b)     the Sterling Equivalent (calculated on that day in accordance
                with the Working Capital Bank's usual practice) of all sums
                standing to the credit of the Cash Collateral Accounts on that
                day


        shall equal or be less than the Working Capital Facility Limit.

6.4.2   On each day, provided that no Default has occurred and is continuing,
        the Borrowers may withdraw such amounts standing to the credit of the
        Cash Collateral Accounts to ensure that, after payment of such amounts,
        the aggregate of:

        (a)     the Working Capital Outstandings, less

        (b)     the Sterling equivalent (calculated on that day in accordance
                with the Working Capital Bank's usual practice) of all sums, if
                any, standing to the credit of the Cash Collateral Accounts on
                that day


        is equal to or less than the Working Capital Facility Limit.

6.4.3   In this Clause 6.4, a "Cash Collateral Account" means in relation to a
        Borrower and the Optional Currency, an account of that Borrower in that
        currency held with the Working Capital Bank and designated as being in
        respect of the Working Capital Facility.

6.4.4   On the first occasion a Borrower is obliged to make a payment to a Cash
        Collateral Account it shall open that Cash Collateral Account and charge
        the same to the Security Trustee on terms satisfactory to the Security
        Trustee.

6.4.5   Except as expressly permitted in this Clause 6.4 no Borrower may
        withdraw any amount from a Cash Collateral Account.


                                       34
<PAGE>   42
6.5     FFE CONTRACTS

6.5.1   An FFE Contract shall:

        (a)     be on the usual terms of the Working Capital Bank;

        (b)     be of a duration of not more than 12 months;

        (c)     be on terms that the Working Capital Bank shall have no
                obligation to make payments under it at any time after the
                Working Capital Repayment Date unless the Working Capital Bank
                (in its sole discretion and upon such terms as it requires)
                agrees otherwise; and

        (d)     only be entered into on a Business Day.

6.5.2   All obligations and liabilities owing to the Working Capital Bank under
        or in respect of an FFE Contract shall be deemed to be obligations and
        liabilities owing to the Working Capital Bank under this Agreement.

6.6     BANK GUARANTEES

6.6.1   The Working Capital Bank shall not be obliged to issue any Bank
        Guarantee unless it has approved the form of the proposed Bank
        Guarantee.

6.6.2   No Bank Guarantee will be issued under which a claim could be made at a
        time after the Working Capital Repayment Date in relation to the Working
        Capital Facility unless the Working Capital Bank (in its sole discretion
        and upon such terms as it reasonably requires) agrees otherwise.

6.6.3   Each Bank Guarantee will be denominated in Sterling (or the Optional
        Currency if consented to by the Working Capital Bank) and shall state on
        its face the maximum amount payable under such Bank Guarantee and the
        expiry date of such Bank Guarantee.

6.6.4   A Bank Guarantee will only be issued on:

        (a)     a Business Day during the Working Capital Commitment Period; and

        (b)     if, on the relative Issue Date, the maximum amount payable under
                such Bank Guarantee does not exceed the Working Capital
                Available Amount.

6.6.5   Any Bank Guarantee shall be regarded as being in full force and effect
        and the Working Capital Bank shall be treated as having a liability
        thereunder unless and until such Bank Guarantee has expired in
        accordance with its terms without any claims having been made thereunder
        or that the beneficiary of such Guarantee has been satisfied and has
        released the Working Capital Bank from its obligations thereunder.


                                       35
<PAGE>   43
6.7        GUARANTEE REQUEST

           Whenever a Borrower wishes a Bank Guarantee to be issued by the
           Working Capital Bank, it shall give the Working Capital Bank a duly
           completed Guarantee Request together with a draft of the proposed
           Bank Guarantee to be received not later than 3 Business days prior to
           the relevant Issue Date.

6.8        COUNTER INDEMNITY FROM THE BORROWERS

           Each Borrower hereby unconditionally and irrevocably agrees and
           undertakes to the Agent, the Working Capital Bank and the Working
           Capital Lenders as follows:

6.8.1      it will at all times indemnify the Agent, the Working Capital Bank
           and each Working Capital Lender and keep the Agent, the Working
           Capital Bank and each Working Capital Lender indemnified from and
           against all actions, suits, proceedings, claims, demands,
           liabilities, damages, costs, expenses, losses and charges whatsoever
           in relation to or arising out of any Bank Guarantee issued hereunder
           for its account (except where the same results from the gross
           negligence or wilful misconduct of the Working Capital Bank) and it
           will pay the Working Capital Bank or the Agent for the account of the
           Working Capital Lenders (as the case may be) on demand the amount of
           all payments made (whether directly or by way of set-off,
           counterclaim or otherwise howsoever) and all losses, costs and
           expenses suffered or properly incurred from time to time by the
           Working Capital Bank and/or the Working Capital Lenders under or by
           reason or in consequence of any such Bank Guarantee (except where the
           same results from the gross negligence or wilful misconduct of the
           Working Capital Bank) and each Working Capital Lender Indemnity;

6.8.2      the Working Capital Bank is hereby irrevocably authorised by each
           Borrower to comply with the terms of any demand served or purporting
           to be served on the Working Capital Bank pursuant to any Bank
           Guarantee without any reference to, or further authority from, such
           Borrower for whose account such Bank Guarantee was issued and without
           any enquiry by the Working Capital Bank into the justification for
           such demand or the validity thereof and each Borrower further agrees
           that any payment which the Working Capital Bank shall make in
           accordance or purporting to be in accordance with such a demand shall
           be binding on such Borrower and be accepted by such Borrower as
           conclusive and binding evidence that the Working Capital Bank was
           liable to comply with the terms of such demand and was liable to do
           so in the manner and for the amount in which the Working Capital Bank
           effected such compliance;

6.8.3      the liability of any Borrower under this Clause 6.8 shall not be
           discharged, lessened or impaired by any time being given or by
           anything being done or other circumstance whatsoever which, but for
           this provision, would or might operate to exonerate or discharge such
           Borrower;

6.8.4      the indemnity contained in this Clause 6.8 shall constitute and be a
           continuing security to the Working Capital Bank and the said
           indemnity shall extend to each Bank Guarantee as it may, from time to
           time, be varied, modified, amended or extended;

6.8.5      the Working Capital Bank may claim under any Borrower Indemnity or
           under any Lender Indemnity in such order as the Working Capital Bank
           shall think fit.


                                       36
<PAGE>   44
           For the purpose of making a claim under this Clause 6.8 in its
           capacity as a Working Capital Lender the Working Capital Bank in its
           respective capacities as the Working Capital Bank and a Working
           Capital Lender will be treated as thought it were two separate legal
           entities and the Borrowers will be required to indemnify it under
           this Clause 6.8 in its capacity as a Working Capital Bank for
           payments made by it or deemed to have been made by it to the Working
           Capital Bank under Clause 6.9.

6.9        COUNTER INDEMNITY FROM THE WORKING CAPITAL LENDERS

6.9.1      If the relevant Borrower fails to pay to the Working Capital Bank any
           amount due under this Agreement in respect of the Working Capital
           Facility within two Business Days of its due date (the difference
           between the amount due and the amount paid being the "SHORTFALL")
           then, without limitation to all other rights and remedies of the
           Parties in respect thereof, the Working Capital Bank shall inform the
           Agent of such failure, specifying the amount and currency of the
           Shortfall whereupon the Agent shall issue a notification (a
           "SHORTFALL NOTIFICATION") to the Working Capital Lenders stating the
           amount and currency of the Shortfall.

6.9.2      Following the issue of a Shortfall Notification each Working Capital
           Lender shall pay to the Agent for the account of the Working Capital
           Bank an amount equal to a proportion of the Shortfall equal to such
           Working Capital Lender's Participation (as defined in Clause 6.10) in
           the Working Capital Facility together with interest thereon from the
           due date referred to in Clause 6.9.1 to the date of such payment to
           the Agent at the rate which is equal to the aggregate of:

           (a)        the Margin; and

           (b)        an amount equivalent to the cost of funds to the Working
                      Capital Bank (as certified by the Working Capital Bank).


           Such payments shall be made on the next Business day following the
           issuance of the Shortfall Notification and shall, subject to Clause
           6.9.3 satisfy the amount due (including interest thereon) from the
           relevant Borrower in respect of which such Shortfall arose to the
           extent of such payments. The Working Capital Lenders expressly
           acknowledge the provision of any BACS facilities and any excess which
           arises by virtue of BACS operations, shall (in the circumstances
           contemplated in Clause 6.9.1) be treated like any other amount
           forming all or part of a Shortfall and subject to reimbursement by
           the Working Capital Lenders pursuant to Clause 6.9.2.

6.9.3      The relevant Borrower shall, indemnify the Working Capital Lenders on
           demand against any amount payable by them under this Clause 6.9 and
           in respect of such indemnity the protective provisions in favour of
           the Security Trustee contained in any guarantee granted to the
           Security Trustee by any Group Company shall be deemed to apply
           mutatis mutandis.

6.9.4      For the avoidance of doubt, neither the Parent nor the relevant
           Borrower shall be obliged to make any payment in respect of the same
           amount more than once.

6.10       WORKING CAPITAL BANKS PARTICIPATION

           For the purposes of Clauses 6.9 and 9.2.8 the "participation" of a
           Working Capital Bank at any time in the Working Capital Facility
           shall be the proportion of the Working Capital Facility equal to the
           proportion borne by the Working Capital

                                       37
<PAGE>   45
           Bank's Working Capital Commitment to the Total Working Capital
           Commitments at such time.

6.11       INTEREST ON PAYMENTS

           Each Borrower hereby agrees that it shall pay interest on the amount
           of each payment, loss, cost and expense made, suffered or incurred
           from time to time by the Working Capital Bank under or by reason or
           in consequence of any Bank Guarantee issued for its account from and
           including the date upon which such payment, loss, cost or expense is
           made, suffered or incurred as aforesaid up to and including the date
           upon which payment or reimbursement of such amount is demanded from
           such Borrower which demand shall be made promptly by the Working
           Capital Bank upon it making the relevant payment or, as the case may
           be, becoming aware of the relevant loss, cost or expense. The amount
           of such interest shall be calculated in accordance with Clause 9.2.6.
           For the avoidance of doubt, interest on sums demanded under the
           provisions of this Clause 6.11 shall also accrue in accordance with
           Clause 9.2.6.

7          REPAYMENT

7.1        REPAYMENT OF SERIES 1 TERM FACILITIES

7.1.1      Each Borrower shall repay the Series 1 Term Facilities by paying the
           Agent on each date set out under Column A below (each a "SERIES 1
           TERM FACILITIES REPAYMENT DATE") in respect of each Series 1 Term
           Facility that amount (each a "SERIES 1 TERM FACILITIES REPAYMENT
           INSTALMENT") equal to (A x B) where:

           A =     the aggregate amount of its Series 1 Term Facilities Loans
                   under the relevant Series 1 Term Facility as at the expiry of
                   the Availability Period; and

           B =     the percentage specified in Column B below corresponding to
                   the relevant Series 1 Term Facilities Repayment Date,

           so that the Series 1 Term Facilities are repaid in full on or before
           the Final Repayment Date.

<TABLE>
<CAPTION>
                            COLUMN A                         COLUMN B
            SERIES 1 TERM FACILITIES REPAYMENT DATES            %
            ---------------------------------------------------------
<S>                                                          <C>
            31 December 2001                                  2.00%
            30 June 2002                                      5.00%
            31 December 2002                                  5.00%
            30 June 2003                                      7.00%
            31 December 2003                                  7.00%
            30 June 2004                                      9.25%
            31 December 2004                                  9.25%
            30 June 2005                                      9.25%
            31 December 2005                                  9.25%
            30 June 2006                                      9.25%
            31 December 2006                                  9.25%
            30 June 2007                                      9.25%
            31 December 2007                                  9.25%
</TABLE>


                                       38
<PAGE>   46
7.1.2      No Borrower may borrow any part of a Series 1 Term Facility which is
           repaid.

7.2        REPAYMENT OF SERIES 2 TERM FACILITIES

7.2.1      Each Borrower shall repay the Series 2 Term Facilities by paying the
           Agent on each date set out under Column A below (each a "SERIES 2
           TERM FACILITIES REPAYMENT DATE") in respect of each Series 2 Term
           Facility that amount (each a "SERIES 2 TERM FACILITIES REPAYMENT
           INSTALMENT") equal to (A x B) where:

           A =     the aggregate amount of its Series 2 Term Facilities Loans
                   under the relevant Series 2 Term Facility as at the expiry of
                   the Availability Period; and

           B =     the percentage specified in Column B below corresponding to
                   the relevant Series 2 Term Facilities Repayment Date,

           so that the Series 2 Term Facilities are repaid in full on or before
           the Final Repayment Date.

<TABLE>
<CAPTION>
                            COLUMN A                         COLUMN B
            SERIES 2 TERM FACILITIES REPAYMENT DATES            %
            ---------------------------------------------------------
<S>                                                          <C>
            30 June 2008                                       50%
            31 December 2008                                   50%
</TABLE>

7.2.2      No Borrower may borrow any part of a Series 2 Term Facility which is
           repaid.

7.3        REPAYMENT OF CAPITAL EXPENDITURE FACILITY

7.3.1      Each Borrower shall repay the Capital Expenditure Facility by paying
           the Agent on each date set out under Column A below (each a "CAPITAL
           EXPENDITURE FACILITY REPAYMENT DATE") that amount (each a "CAPITAL
           EXPENDITURE FACILITY REPAYMENT INSTALMENT") equal to (A X B) where:

           A =     the aggregate amount of Capital Expenditure Facility Loans as
                   at the expiry of the Availability Period; and


           B =     the percentage specified in Column B below corresponding to
                   the relevant Capital Expenditure Facility Repayment Date,


           so that the Capital Expenditure Facility is repaid in full on or
           before the Final Repayment Date.

<TABLE>
<CAPTION>
                              COLUMN A                       COLUMN B
            CAPITAL EXPENDITURE FACILITY REPAYMENT DATES        %
            ---------------------------------------------------------
<S>                                                          <C>
            30 June 2003                                       10%
            31 December 2003                                   10%
            30 June 2004                                       10%
</TABLE>



                                       39
<PAGE>   47
<TABLE>
<CAPTION>
                              COLUMN A                       COLUMN B
            CAPITAL EXPENDITURE FACILITY REPAYMENT DATES        %
            ---------------------------------------------------------
<S>                                                          <C>
            31 December 2004                                   10%
            30 June 2005                                       10%
            31 December 2005                                   10%
            30 June 2006                                       10%
            31 December 2006                                   10%
            30 June 2007                                       10%
            31 December 2007                                   10%

</TABLE>

7.3.2      No Borrower may borrow any part of the Capital Expenditure Facility
           which is repaid.

7.4        REPAYMENT OF WORKING CAPITAL FACILITY

           On the Final Repayment Date:

7.4.1      each Borrower shall repay any overdraft made available under the
           Working Capital Facility;

7.4.2      each Borrower shall in respect of each Bank Guarantee issued on its
           behalf under the Working Capital Facility:

7.4.2.1    use best endeavours to procure the release of the Working Capital
           Bank from such Bank Guarantee; and

7.4.2.2    without prejudice to Clause 7.4.2.1 above, pay to the credit of such
           account as the Working Capital Bank shall stipulate an amount equal
           to the Guaranteed Amount of that Bank Guarantee as cash cover and
           charge such amount in favour of the Security Trustee in such manner
           and on such terms as the Security Trustee may stipulate;

7.4.3      all other facilities or financial accommodation made available under
           the Working Capital Facility shall be terminated; and

7.4.4      each Working Capital Lender's Working Capital Commitment shall be
           reduced to zero.

8          PREPAYMENT AND CANCELLATION

8.1        ILLEGALITY

8.1.1      If it becomes unlawful in any jurisdiction for a Lender to perform
           any of its obligations as contemplated by this Agreement or to fund
           its participation in any Loan, Working Capital Loan or other
           Utilisation of the Working Capital Facility:

           (a)        that Lender shall promptly notify the Agent upon becoming
                      aware of that event;

           (b)        upon the Agent notifying the Parent, the Commitment of
                      that Lender will be immediately cancelled;

           (c)        each Borrower shall repay that Lender's participation in
                      the Loans made to or by that Borrower on the last day of
                      the Interest Period for each Loan

                                       40
<PAGE>   48
                      occurring after the Agent has notified the Parent or, if
                      earlier, the date specified by the Lender in the notice
                      delivered to the Agent (being no earlier than the last day
                      of any applicable grace period permitted by law); and

           (d)        if such Lender is also the Working Capital Bank, the
                      Borrowers shall repay all amounts outstanding under or in
                      relation to the Working Capital Facility as if a notice of
                      Default had been served.

8.1.2      If it is or becomes illegal for the Working Capital Bank to issue or
           leave outstanding any Bank Guarantee the Working Capital Facility
           shall cease to be available for the issue of Bank Guarantees and the
           Borrowers shall use their best endeavours to procure the release of
           each Bank Guarantee outstanding at such time.

8.2        CHANGE OF CONTROL/LISTING/SALE

8.2.1      If any person or group of persons acting in concert (other than the
           shareholders of the Parent as at the date of this Agreement) gains
           control of the Parent (disregarding for the purposes of this Clause
           any sale by the Investors of up to 50% of the issued share capital of
           the Parent in the context of any syndication by it) or there shall
           occur a Listing in respect of the Parent or a Sale:

           (a)        the Parent shall promptly notify the Agent upon becoming
                      aware of that event;

           (b)        the Agent may, by not less than 14 days notice to the
                      Parent, cancel the Facilities and declare all outstanding
                      Loans together with accrued interest, and all other
                      amounts accrued under the Finance Documents immediately
                      due and payable, whereupon the Facilities will be
                      cancelled and all such outstanding amounts will become
                      immediately due and payable.

8.2.2      For the purposes of this Clause 8.2 "CONTROL" means:

           (a)        the ability to control the composition of the Parent's
                      board of directors or equivalent body whether through
                      ownership of voting capital, by contract or otherwise; or

           (b)        the ownership of shares or the right to acquire shares in
                      the capital of the Parent conferring in the aggregate 50%
                      or more of the total voting rights conferred by all the
                      shares in the capital of the Parent for the time being; or

           (c)        the power to exercise voting rights conferring in the
                      aggregate 50% or more of the total voting rights conferred
                      by all the shares in the capital of the Parent for the
                      time being;

8.2.3      For the purposes of this Clause 8.2 "ACTING IN CONCERT" has the
           meaning given to it in the City Code on Takeovers and Mergers.

8.3        UNAPPLIED NET PROCEEDS

8.3.1      Without prejudice to any other provisions of this Agreement, if the
           aggregate amount of Unapplied Net Proceeds arising in any period of
           12 consecutive months is in excess of L500,000, the Borrowers shall,
           apply an amount equal to such

                                       41
<PAGE>   49
           Unapplied Net Proceeds in prepaying (without premium or penalty, but
           without prejudice to Clause 11.4) such of the Series 1 Term
           Facilities or if all such Facilities are repaid in full, Series 2
           Term Facilities, as the Agent may direct on the next Interest Payment
           Date.

8.3.2      Where the Agent has served a notice under Clause 23, the Borrowers
           shall, following the receipt of the net proceeds in respect of any
           Relevant Disposal, apply (without premium or penalty, but without
           prejudice to Clause 11.4) such amount in prepayment of such of the
           Series 1 Term Facilities (or if all such Facilities are repaid in
           full, Series 2 Term Facilities) as the Agent may direct.

8.3.3      Pending every such prepayment as is referred to above or any
           Permitted Applications of the net proceeds of a Relevant Disposal the
           Parent shall on the date of each Relevant Disposal procure that an
           amount, or amounts in aggregate, equal to the net proceeds of such
           Relevant Disposal is placed in a Security Account with the Security
           Agent.

8.4        INSURANCE CLAIMS

8.4.1      The Borrowers shall following the receipt by any member of the
           Ringfenced Group of any amount in respect of insurance claims in
           excess of L500,000 apply (without premium or penalty, but without
           prejudice to Clause 11.4) such amount in prepayment of such of the
           Series 1 Term Facilities (or if all such Facilities are repaid in
           full, Series 2 Term Facilities) as the Agent may direct on the next
           Interest Payment Date unless such amount is utilised:

           (a)        in replacing, restoring or reinstating the property or
                      assets destroyed, damaged or lost or in discharging third
                      party liabilities insured by the relevant policy; or

           (b)        in relation to Keyman Insurance, in replacing the relevant
                      member of the Management Team; or

           (c)        where a member of the Group has incurred any expenditure
                      or has discharged any such liability are referred to in
                      (a) and (b) above, or in the case of any amount received
                      by a member of the Group from a loss of profits insurance
                      policy, in reimbursing such member of the Group.

8.5        RELEVANT RECEIPTS

8.5.1      The Borrowers shall following the receipt by any member of the
           Ringfenced Group of any amount (each such receipt being a "RELEVANT
           RECEIPT") in respect of claims under the Merger Agreement or in
           respect of Reports apply (without premium or penalty, but without
           prejudice to Clause 11.4) such amount in prepayment of such of the
           Series 1 Term Facilities (or if all such Facilities are repaid in
           full, Series 2 Term Facilities) as the Agent may direct on the next
           Interest Payment Date unless such amount is utilised:

           (a)        to the extent the Relevant Receipt relates to a liability
                      of, or a charge or claim upon, a member of the Group, in
                      the discharge of that liability, charge or claim (or in
                      reimbursement of monies disturbed in connection with such
                      liability, charge or claim) provided that such monies
                      shall be properly applied in such manner within three
                      months of receipt by the relevant member of the Group; or


                                       42
<PAGE>   50
           (b)        to the extent the Relevant Receipt relates to an asset
                      reasonably required in the conduct of the Group's business
                      or to compensate for any current asset which is missing or
                      reduced in value, in the acquisition of that asset or in
                      compensation for the loss represented by that missing
                      current asset or reduction in value provided that such
                      monies shall be properly applied in such manner within six
                      months of receipt by the relevant member of the Group.

8.5.2      Where the Agent has served a notice under Clause 23, the Borrowers
           shall, following the receipt of any amounts in respect of insurance
           claims or any Relevant Receipt apply (without premium or penalty, but
           without prejudice to Clause 11.4) such amount in prepayment of such
           of the Series 1 Term Facilities (or if all such Facilities are repaid
           in full, Series 2 Term Facilities) as the Agent may direct.

8.5.3      Pending every such prepayment as is referred to above, or any
           permitted utilisation of Relevant Receipts as is referred to above,
           the Parent shall on the date of the Relevant Receipt procure that an
           amount, or amounts in aggregate, equal to the Relevant Receipt is
           placed in a Security Account with the Security Trustee.

8.6        NOTICE

           The Parent shall give the Agent at least 30 days prior notice of the
           date upon which a change of Control, Sale, or Listing is proposed to
           occur.

8.7        CASH SWEEP

           If upon any test as at 31 December in any year (in accordance with
           Clause 21.1.6) of the cash flow covenant referred to in Clause 21.1.4
           after the third anniversary of the signing of this Agreement the
           relevant ratio is met that sum representing 50% of the Surplus shall
           be applied in prepayment of such Series 1 Term Facilities (or if all
           such Facilities are repaid in full, Series 2 Term Facilities) as the
           Agent may direct on the first Interest Payment Date occurring after
           the relevant covenant test date; provided that in any circumstances
           where the terms of this Clause 8.7 would otherwise result in the
           payment of any costs by a Borrower in terms of Clause 11.4 the
           relevant prepayment shall be reduced in amount so as to avoid such
           costs and the amount of such reduction shall be applied in prepayment
           as contemplated by this Clause 8.7 but upon the then next succeeding
           Interest Payment Date. Declaring also, for the avoidance of doubt,
           that the terms of Clause 21.1.7 shall apply for the purposes of this
           Clause 8.7 to the intent and effect that calculations and prepayments
           pursuant to this Clause 8.7 shall initially be made on the basis of
           Management Accounts and the parties shall make any adjustment
           payments required upon retesting against audited financial
           statements.

8.8        VOLUNTARY CANCELLATION

           The Parent may, if it gives the Agent not less than 7 Business Days'
           (or such shorter period as the Majority Lenders may agree) prior
           notice, cancel the whole or any part (being a minimum amount of
           L250,000) of an Available Facility. Any cancellation under this
           Clause 8.8 shall reduce the Commitments of the Lenders rateably under
           that Facility.

8.9        VOLUNTARY PREPAYMENT OF SERIES 1 TERM FACILITIES


                                       43
<PAGE>   51
8.9.1      A Borrower to which a Series 1 Term Facility Loan has been made may,
           if it gives the Agent not less than 7 Business Days' (or such shorter
           period as the Majority Lenders may agree) prior notice, prepay the
           whole or any part of the relevant Series 1 Term Facility Loan (but,
           if in part, being an amount which reduces the amount of the Term
           Facility 1 Loan by a minimum amount of L250,000 and which is an
           integral multiple of L250,000).

8.9.2      A Series 1 Term Facility Loan may only be prepaid after the last day
           of the relevant Availability Period (or, if earlier, the day on which
           the applicable Available Facility is zero).

8.9.3      Any prepayment under this Clause 8.9 shall be applied pro rata
           against the relevant future Series 1 Term Facility Repayment
           Instalments specified in Clause 7.1 until the relevant Series 1 Term
           Facility has been repaid in full.

8.10       VOLUNTARY PREPAYMENT OF SERIES 2 TERM FACILITIES

8.10.1     A Borrower to which a Series 2 Term Facility Loan has been made may,
           at any time after (but not before) repayment of all the Series 1 Term
           Facilities in full together with all interest thereon, if it gives
           the Agent not less than 7 Business Days' (or such shorter period as
           the Majority Lenders may agree) prior notice, prepay the whole or any
           part of any Series 2 Term Facility Loan (but if in part, being an
           amount which reduces the amount of the Series 2 Term Facility Loan by
           a minimum amount of L250,000 and which is an integral multiple of
           L250,000).

8.10.2     A Series 2 Term Facility Loan may only be prepaid after the last date
           of the Availability Period (or, if earlier, the day on which the
           applicable Available Facility is zero).

8.10.3     Any prepayment under this Clause 8.10 shall be applied pro rata
           against the relevant future Series 2 Term Facility Repayment
           Instalments specified in Clause 7.2 until the relevant Series 2 Term
           Facility 2 has been repaid in full.

8.11       VOLUNTARY PREPAYMENT OF CAPITAL EXPENDITURE FACILITY

8.11.1     A Borrower to which a Capital Expenditure Facility Loan has been made
           may, at any time after (but not before) repayment of Term Facility 1
           in full together with all interest thereon, if it gives the Agent not
           less than 7 Business Day's (or such shorter period as the Majority
           Lenders may agree) prior notice prepay the whole or any part of any
           Capital Expenditure Facility Loan (but, if in part, being an amount
           which reduces the amount of the Capital Expenditure Facility Loan by
           a minimum amount of L250,000 and which is an integral multiple of
           L250,000.

8.11.2     A Capital Expenditure Facility Loan may only be prepaid after the
           last day of the Availability Period or, if earlier, the day on which
           the applicable Available Facility is zero.

8.11.3     Any prepayment under this Clause 8.11 shall be applied pro rata
           against the future Capital Expenditure Facility Repayment Instalments
           specified in Clause 7.3 until the Capital Expenditure Facility has
           been repaid in full.

8.12       RIGHT OF REPAYMENT AND CANCELLATION IN RELATION TO A SINGLE LENDER

8.12.1     If:


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<PAGE>   52
           (a)        any sum payable to any Lender by an Obligor is required to
                      be increased under paragraph (c) of Clause 13.2; or

           (b)        any Lender claims indemnification from the Parent under
                      Clause 13.3 or Clause 14.1,


           the Parent may, whilst the circumstance giving rise to the
           requirement or indemnification continues, give the Agent notice of
           cancellation of the Commitment of that Lender and its intention to
           procure the repayment of that Lender's participation in the Loans.

8.12.2     On receipt of a notice referred to in Clause 8.12.1, the Commitment
           of that Lender shall immediately be reduced to zero.

8.12.3     On the last day of each Interest Period which ends after the Parent
           has given notice under Clause 8.12.1 (or, if earlier, the date
           specified by the Parent in that notice), each Borrower to which a
           Loan is outstanding shall repay that Lender's participation in that
           Loan.

8.13       RESTRICTIONS

8.13.1     Any notice of cancellation or prepayment given by any Party under
           this Clause 8 shall be irrevocable and, unless a contrary indication
           appears in this Agreement, shall specify the date or dates upon which
           the relevant cancellation or prepayment is to be made and the amount
           of that cancellation or prepayment.

8.13.2     Any prepayment under this Agreement shall be made together with
           accrued interest on the amount prepaid and, subject to any Break
           Costs, without premium or penalty save that where any prepayment or
           cancellation of all or any part of the Loans or the Facilities
           (including for the avoidance of doubt the Working Capital Facility)
           other than in the circumstances contemplated in Clause 8.1.1 or
           8.12.1 is made pursuant to, in contemplation of or otherwise in
           connection with a refinancing of the Facilities (or part of them)
           (including for the avoidance of doubt the Working Capital Facility)
           during the period of 18 months commencing on the Drawdown Date by any
           bank or financial institution other than the Lenders, the Parent
           shall promptly on demand by the Agent pay the Agent on account of the
           Lenders (or as appropriate the Working Capital Bank) a prepayment fee
           equal to one per cent (1%) of the amount prepaid or cancelled on the
           Business Day immediately prior to such prepayment or cancellation.

8.13.3     The Borrowers shall not repay or prepay all or any part of the Loans
           or cancel all or any part of the Commitments (including the Working
           Capital Facility Commitments) except at the times and in the manner
           expressly provided for in this Agreement.

8.13.4     No amount of the Total Commitments cancelled under this Agreement may
           be subsequently reinstated.

8.13.5     If the Agent receives a notice under this Clause 8 it shall promptly
           forward a copy of that notice to either the Parent or the affected
           Lender, as appropriate.

9          INTEREST ETC


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<PAGE>   53
9.1        SERIES 1 TERM FACILITIES, SERIES 2 TERM FACILITIES AND CAPITAL
           EXPENDITURE FACILITIES

9.1.1      CALCULATION OF INTEREST

           The rate of interest on each Loan for each Interest Period is the
           percentage rate per annum which is the aggregate of the applicable:

           (a)        Margin;

           (b)        LIBOR; and

           (c)        Mandatory Cost, if any.

9.1.2      PAYMENT OF INTEREST

           Each Borrower to which a Loan has been made shall pay accrued
           interest on that Loan on the last day of each Interest Period (and,
           if the Interest Period is longer than six months, on the dates
           falling at six monthly intervals after the first day of the Interest
           Period).

9.1.3      DEFAULT INTEREST

9.1.3.1    If an Obligor fails to pay any amount payable by it under a Finance
           Document in respect of a Series 1 Term Facility Loan, Series 2 Term
           Facility Loan or a Capital Expenditure Loan on its due date, interest
           shall accrue on the overdue amount from the due date up to the date
           of actual payment (both before and after judgment) at a rate one per
           cent 1% higher than the rate which would have been payable if the
           overdue amount had, during the period of non-payment, constituted a
           Loan in the currency of the overdue amount for successive Interest
           Periods, each of a duration selected by the Agent (acting
           reasonably). Any interest accruing under this Clause 9.1.3.1 shall be
           immediately payable by the Borrower on demand by the Agent.

9.1.3.2    Default interest (if unpaid) arising on an overdue amount will be
           compounded with the overdue amount at the end of each Interest Period
           applicable to that overdue amount but will remain immediately due and
           payable.

9.1.4      NOTIFICATION OF RATES OF INTEREST

           The Agent shall promptly notify the Lenders and the relevant Borrower
           of the determination of a rate of interest under this Agreement.

9.2        WORKING CAPITAL FACILITY

9.2.1      OVERDRAFT INTEREST

           Interest on all amounts outstanding by way of overdraft under the
           Working Capital Facility shall accrue at the rate per annum which is
           the aggregate of:

9.2.1.1    the Margin; and

9.2.1.2    in respect of any amounts denominated in Sterling outstanding under
           the overdraft the most recently published base rate of the Working
           Capital Bank from time to time or, in respect of any amounts
           denominated in the Optional Currency

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<PAGE>   54
           outstanding under the overdraft Canadian LIBOR as quoted in the
           London financial markets.

9.2.2      PAYMENT AND ACCRUAL

           Interest under Clause 9.2.1 on amounts outstanding by way of
           overdraft under the Working Capital Facility shall be paid by the
           relevant Borrower to the Working Capital Bank, on the Working Capital
           Bank's usual quarterly charging days and the Working Capital
           Repayment Date and will accrue from day to day on the basis of actual
           days elapsed and a year of 365 days (in the case of Sterling
           borrowings) or 360 days (in the case of Canadian Dollar or Optional
           Currency (other than Sterling) borrowings).

9.2.3      FFE CONTRACTS

           In respect of each FFE Contract, the relevant Borrower shall pay fees
           and commissions to the Working Capital Bank in accordance with the
           Working Capital Bank's usual charging scales as notified to the
           Company from time to time for entering into forward foreign exchange
           contracts.

9.2.4      GUARANTEE COMMISSION

9.2.4.1    In respect of each Bank Guarantee issued by the Working Capital Bank
           under the Working Capital Facility each Borrower for whose account
           such Bank Guarantee is issued shall pay commission on the Guaranteed
           Amount of such Bank Guarantee from the date of its issue until it has
           ceased to be in full force and effect in accordance with Clause 6.6.5
           at a rate per annum equal to the Margin which shall:

           (a)        accrue from day to day on the Guaranteed Amount of such
                      Bank Guarantee; and

           (b)        be calculated on the basis of actual days elapsed and a
                      365 day year if the Guarantee is denominated in Sterling
                      and 360 days if in any other currency unless the normal
                      market practice in respect of that currency is for
                      calculations to be made on the basis of a year of 360 days
                      in which case that practice will be adopted.

9.2.4.2    Each Bank Guarantee will be deemed to have been issued on behalf of
           the Borrower specified in the Guarantee Request relating to that Bank
           Guarantee.

9.2.4.3    For the purpose of calculating the amount of guarantee commission
           payable from time to time the period of issue of each Bank Guarantee
           shall be divided into successive three months periods (each a
           "GUARANTEE COMMISSION PERIOD") each of which (other than the first
           which shall begin on the first date on which a Bank Guarantee is
           issued) shall begin on the expiry of the preceding one. If the full
           period of the Bank Guarantee does not exceed 3 months the guarantee
           commission period relating thereto shall be such full period. The
           guarantee commission shall be payable in arrear on the last day of
           each guarantee commission period or, if earlier, on the date on which
           the Guaranteed Amount in respect of such Bank Guarantee is reduced to
           nil.

9.2.5      OTHER UTILISATIONS


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<PAGE>   55
           Any other facilities or financial accommodation made available under
           the Working Capital Facility shall be charged to the relevant
           Borrower by the Working Capital Bank in accordance with its customary
           rates or scales as notified to the Borrower from time to time.

9.2.6      DEFAULT INTEREST

           If a Borrower fails to pay an amount of principal, interest or any
           other sum (an "OVERDUE SUM") when it is due in respect of the Working
           Capital Facility, interest shall accrue on the overdue sum from the
           due date up to the date of actual payment (both before and after
           decree or judgement). Such interest shall be calculated and payable
           by reference to successive periods ("DEFAULT PERIODS") each of such
           duration as the Agent may select. The first Default Period shall
           begin on the due date and all subsequent Default Periods shall begin
           on the last day of the previous one. The rate of interest for each
           such Default Period shall be the rate per annum (as determined by the
           Agent) equal to the sum of one per cent (1%) higher than the rate,
           charge or commission determined in accordance with this Clause 9.2 in
           respect of the relevant Utilisation. Any interest payable under this
           Clause 9.2.6 which is not paid when due shall be deemed an overdue
           sum and shall itself bear interest accordingly.

9.2.7      DEBITING OF ACCOUNTS

           Each Borrower hereby authorised the Working Capital Bank to debit all
           interest, fees and commissions due and payable by such Borrower under
           this Clause 9.2 to any account held by the Borrower with the Working
           Capital Bank.

9.2.8      PAYMENTS TO WORKING CAPITAL BANKS

           Upon receipt of the same the Working Capital Bank shall pay to the
           Agent for the account of the Working Capital Banks the Margin which
           it receives in respect of the Working Capital Facility and each
           Working Capital Lender shall participate in the same in its relevant
           participation (as defined in Clause 6.10).

10         INTEREST PERIODS

10.1       SELECTION OF INTEREST PERIODS

10.1.1     A Borrower (or the Parent on behalf of a Borrower) may select an
           Interest Period for a Loan in the Utilisation Request for that Loan
           or (if the Loan has already been borrowed) in a Selection Notice.

10.1.2     Each Selection Notice for a Series 1 Term Facility Loan, Series 2
           Term Facility Loan or Capital Expenditure Facility Loan is
           irrevocable and must be delivered to the Agent by the Borrower (or
           the Parent on behalf of a Borrower) to which that Loan was made not
           later than the Specified Time.

10.1.3     If a Borrower (or the Parent) fails to deliver a Selection Notice to
           the Agent in accordance with Clause 10.1.2, the relevant Interest
           Period will, subject to Clause 10.2, be one Month.

10.1.4     Subject to this Clause 10 a Borrower (or the Parent) may select an
           Interest Period of one, three or six months or any other period
           agreed between the Parent and the Agent (acting on the instructions
           of all the Lenders).


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<PAGE>   56
10.1.5     In addition a Borrower (or the Parent on its behalf) may select an
           Interest Period in relation to the Series 1 Term Facility, Series 2
           Term Facility or Capital Expenditure Facility of a period of less
           than one month, if necessary to ensure that in respect of the
           relevant Facility there are Loans (with an aggregate amount equal to
           or greater than the relevant Repayment Instalment) which have an
           Interest Period ending on a Repayment Date for the Borrower to make
           the Repayment Instalment due on that date.

10.1.6     An Interest Period for a Loan shall not extend beyond the Final
           Repayment Date applicable to its Facility.

10.1.7     Each Interest Period for a Series 1 Term Facility Loan, Series 2 Term
           Facility Loan and Capital Expenditure Facility Loan shall start on
           the Utilisation Date or (if already made) on the last day of its
           preceding Interest Period.

10.1.8     Notwithstanding any other provision of this Agreement to the contrary
           each Borrower shall select such Interest Periods under the terms of
           this Agreement as may be necessary to ensure that to the extent there
           exists any Hedging Agreement applicable to any Loan borrowed by the
           relevant Borrower the Interest Periods applicable thereto coincide
           with scheduled payment dates under the relevant Hedging Agreement.

10.2       CHANGES TO INTEREST PERIODS

10.2.1     Prior to determining the interest rate for a Series 1 Term Facility
           Loan, Series 2 Term Facility Loan or Capital Expenditure Facility
           Loan the Agent may shorten an Interest Period for the relevant Loan
           to ensure there are sufficient Loans in respect of the relevant
           Facility with an Interest Period ending on a Repayment Date for the
           relevant Borrower to make the Repayment Instalment due on the
           relevant Repayment Date.

10.2.2     If the Agent makes any of the changes to an Interest Period referred
           to in this Clause 10.2, it shall promptly notify the Parent and the
           Lenders.

10.3       NON-BUSINESS DAYS

           If an Interest Period would otherwise end on a day which is not a
           Business Day, that Interest Period will instead end on the next
           Business Day in that calendar month (if there is one) or the
           preceding Business Day (if there is not).

11         CHANGES TO THE CALCULATION OF INTEREST

11.1       ABSENCE OF QUOTATIONS

           Subject to Clause 11.2, if LIBOR is to be determined by reference to
           the Reference Lenders but a Reference Lender does not supply a
           quotation by the Specified Time on the Quotation Day, the applicable
           LIBOR shall be determined on the basis of the quotations of the
           remaining Reference Lenders.

11.2       MARKET DISRUPTION

11.2.1     If a Market Disruption Event occurs in relation to a Loan for any
           Interest Period, then the rate of interest on each Lender's share of
           that Loan for the Interest Period shall be the rate per annum which
           is the sum of:


                                       49
<PAGE>   57
           (a)        the Margin;

           (b)        the rate notified to the Agent by that Lender as soon as
                      practicable and in any event before interest is due to be
                      paid in respect of that Interest Period, to be that which
                      expresses as a percentage rate per annum the cost to that
                      Lender of funding its participation in that Loan from
                      whatever source it may reasonably select; and

           (c)        the Mandatory Cost, if any, applicable to that Lender's
                      participation in the Loan.

11.2.2     In this Agreement "MARKET DISRUPTION EVENT" means:

           (a)        at or about noon on the Quotation Day for the relevant
                      Interest Period the Screen Rate is not available and none
                      of the Reference Lenders supplies a rate to the Agent to
                      determine LIBOR for the relevant currency and period; or

           (b)        before close of business in London on the Quotation Day
                      for the relevant Interest Period, the Agent receives
                      notifications from a Lender or Lenders (whose
                      participations in a Loan exceed fifty per cent. of that
                      Loan) that the cost to it or them of obtaining matching
                      deposits in the Relevant Interbank Market would be in
                      excess of LIBOR.

11.3       ALTERNATIVE BASIS OF INTEREST OR FUNDING

11.3.1     If a Market Disruption Event occurs and the Agent or the Parent so
           requires, the Agent and the Parent shall enter into negotiations (for
           a period of not more than thirty days) with a view to agreeing a
           substitute basis for determining the rate of interest.

11.3.2     Any substitute basis agreed pursuant to Clause 11.3.1 shall, with the
           prior consent of all the Lenders and the Parent, be binding on all
           Parties.

11.4       BREAK COSTS

11.4.1     Each Borrower shall, within three Business Days of demand by a
           Finance Party, pay to that Finance Party its Break Costs attributable
           to all or any part of a Loan or Unpaid Sum being paid by that
           Borrower on a day other than the last day of an Interest Period for
           that Loan or Unpaid Sum.

11.4.2     Each Lender shall, as soon as reasonably practicable after a demand
           by the Agent, provide a certificate confirming the amount of its
           Break Costs for any Interest Period in which they accrue.


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<PAGE>   58
12         FEES

12.1       COMMITMENT FEES

12.1.1     The Parent shall pay to the Agent (for the account of the Working
           Capital Banks in relation to the Working Capital Facility, and for
           the account of each Lender in relation to the other Facilities) a fee
           computed at the rate of:

           (a)        0.75 per cent. per annum on that Lender's Available
                      Commitment under each Series 1 Term Facility for the
                      Availability Period applicable to the Series 1 Term
                      Facilities;

           (b)        0.75 per cent. per annum on that Lender's Available
                      Commitment under the each Series 2 Term Facility for the
                      Availability Period applicable to the Series 2 Term
                      Facilities;

           (c)        0.75 per cent. per annum on that Lender's Available
                      Commitment under the Capital Expenditure Facility for the
                      Availability Period applicable to the Capital Expenditure
                      Facility;

           (d)        0.75 per cent per annum on the Working Capital Banks
                      Working Capital Available Amount for the Availability
                      Period applicable to the Working Capital Facility.

12.1.2     Subject to Clause 12.1.3 the accrued commitment fees are payable in
           the case of paragraphs (a) and (b) above on the expiry of the
           Availability Period and in the case of paragraphs (c) and (d) above
           on the last day of each successive period of three Months which ends
           during the relevant Availability Period, on the last day of the
           Availability Period and on the cancelled amount of the relevant
           Lender's or Working Capital Banks' Commitment (as the case may be) at
           the time the cancellation is effective.

12.1.3     Upon cancellation of any Facility any accrued commitment fees in
           respect of that Facility shall be immediately payable.

13         TAX GROSS UP AND INDEMNITIES

13.1       DEFINITIONS

13.1.1     In this Clause 13:

           "PROTECTED PARTY" means a Finance Party which is or will be, for or
           on account of Tax, subject to any liability or required to make any
           payment in relation to a sum received or receivable (or any sum
           deemed for the purposes of Tax to be received or receivable) under a
           Finance Document.

           "QUALIFYING LENDER" means a Finance Party which is (on the date a
           payment falls due):

           (a)        within the charge to United Kingdom corporation tax as
                      respects that payment and is a Finance Party in respect of
                      an advance made by a person which was a bank (as defined
                      for the purpose of section 349 of the Taxes Act in section
                      840A of the Taxes Act) at the time that advance was made;
                      or


                                       51
<PAGE>   59
           (b)        entitled to that payment under a double taxation agreement
                      in force on the date (subject to the completion of any
                      necessary procedural formalities) without a Tax Deduction
                      (a "TREATY Lender").

           "TAX CREDIT" means a credit against, relief or remission for, or
           repayment of any Tax.

           "TAX DEDUCTION" means a deduction or withholding for or on account of
           Tax from a payment under a Finance Document.

           "TAX PAYMENT" means an increased payment made by an Obligor to a
           Finance Party under Clause 13.2 or a payment under Clause 13.3.

13.1.2     In this Clause 13 a reference to "determines" or "determined" means a
           determination made in the absolute discretion of the person making
           the determination.

13.2       TAX GROSS-UP

13.2.1     Each Obligor shall make all payments to be made by it without any Tax
           Deduction, unless a Tax Deduction is required by law.

13.2.2     The Parent or a Lender or the Working Capital Bank shall promptly
           upon becoming aware that an Obligor must make a Tax Deduction (or
           that there is any change in the rate or the basis of a Tax Deduction)
           notify the Agent accordingly. If the Agent receives such notification
           from a Lender or the Working Capital Bank it shall notify the Parent
           and that Obligor.

13.2.3     If a Tax Deduction is required by law to be made by an Obligor in one
           of the circumstances set out in Clause 13.2.4, the amount of the
           payment due from that Obligor shall be increased to an amount which
           (after making any Tax Deduction) leaves an amount equal to the
           payment which would have been due if no Tax Deduction had been
           required.

13.2.4     The circumstances referred to in Clause 13.2.3 are where a person
           entitled to the payment:

           (a)        is the Agent or the Arranger (on its own behalf); or

           (b)        is a Qualifying Lender, unless that Qualifying Lender is a
                      Treaty Lender and the Obligor making the payment is able
                      to demonstrate the Tax Deduction is required to be made as
                      a result of the failure of that Qualifying Lender to
                      comply with Clause 13.2.7; or

           (c)        is not or has ceased to be a Qualifying Lender to the
                      extent that this altered status results from any change
                      after the date of this Agreement in (or in the
                      interpretation, administration, or application of) any law
                      or double taxation agreement or any published practice or
                      published concession of any relevant taxing authority.

13.2.5     If an Obligor is required to make a Tax Deduction, that Obligor shall
           make that Tax Deduction and any payment required in connection with
           that Tax Deduction within the time allowed and in the minimum amount
           required by law.

13.2.6     Within thirty days of making either a Tax Deduction or any payment
           required in connection with that Tax Deduction, the Obligor making
           that Tax Deduction shall

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<PAGE>   60
           deliver to the Agent for the Finance Party entitled to the payment
           evidence reasonably satisfactory to that Finance Party that the Tax
           Deduction has been made or (as applicable) any appropriate payment
           paid to the relevant taxing authority.

13.2.7     A Treaty Lender and each Obligor which makes a payment to which that
           Treaty Lender is entitled shall co-operate in completing any
           procedural formalities necessary for that Obligor to obtain
           authorisation to make that payment without a Tax Deduction.

13.3       TAX INDEMNITY

13.3.1     The Parent shall (within three Business Days of demand by the Agent)
           pay to a Protected Party an amount equal to the loss, liability or
           cost which that Protected Party determines will be or has been
           (directly or indirectly) suffered for or on account of Tax by that
           Protected Party.

13.3.2     Clause 13.3.1 above shall not apply with respect to any Tax assessed
           on:

           (a)        a Finance Party:

                      (i)        under the law of the jurisdiction in which that
                                 Finance Party is incorporated or, if different,
                                 the jurisdiction (or jurisdictions) in which
                                 that Finance Party is treated as resident for
                                 tax purposes; or

                      (ii)       under the law of the jurisdiction in which that
                                 Finance Party's Facility Office is located in
                                 respect of amounts received or receivable in
                                 that jurisdiction,


                      if that Tax is imposed on or calculated by reference to
                      the net income received or receivable (but not any sum
                      deemed to be received or receivable) by that Finance
                      Party; or

           (b)        the Agent, as a result of the failure by a Lender to
                      satisfy on the due date of a payment of interest either of
                      the conditions set out in paragraphs (a) and (b) of Clause
                      27.15.

13.3.3     A Protected Party making, or intending to make a claim pursuant to
           Clause 13.3.1 shall promptly notify the Agent of the event which will
           give, or has given, rise to the claim, following which the Agent
           shall notify the Parent.

13.3.4     A Protected Party shall, on receiving a payment from an Obligor under
           this Clause 13.3, notify the Agent.

13.4       TAX CREDIT

           If an Obligor makes a Tax Payment and the relevant Finance Party
           determines that:

           (a)        a Tax Credit is attributable to that Tax Payment; and

           (b)        that Finance Party has obtained, utilised and retained
                      that Tax Credit,


           the Finance Party shall pay an amount to the Obligor which that
           Finance Party determines will leave it (after that payment) in the
           same after-Tax position as it would have been in had the Tax Payment
           not been made by the Obligor.


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<PAGE>   61
13.5       STAMP TAXES

           The Parent shall pay and, within three Business Days of demand,
           indemnify each Finance Party against any cost, loss or liability that
           Finance Party incurs in relation to all stamp duty, registration and
           other similar Taxes payable in respect of any Finance Document.

13.6       VALUE ADDED TAX

13.6.1     All consideration payable under a Finance Document by an Obligor to a
           Finance Party shall be deemed to be exclusive of any VAT. If VAT is
           chargeable, the Obligor shall pay to the Finance Party (in addition
           to and at the same time as paying the consideration) an amount equal
           to the amount of the VAT.

13.6.2     Where a Finance Document requires an Obligor to reimburse a Finance
           Party for any costs or expenses, that Obligor shall also at the same
           time pay and indemnify that Finance Party against all VAT incurred by
           that Finance Party in respect of the costs or expenses save to the
           extent that that Finance Party is entitled to repayment or credit in
           respect of the VAT.

14         INCREASED COSTS

14.1       INCREASED COSTS

14.1.1     Subject to Clause 14.3 the Parent shall, within three Business Days
           of a demand by the Agent, pay for the account of a Finance Party the
           amount of any Increased Costs incurred by that Finance Party or any
           of its Affiliates as a result of:

           (a)        the introduction of or any change in (or in the
                      interpretation or application of) any law or regulation;
                      or

           (b)        compliance with any law or regulation made after the date
                      of this Agreement.

14.1.2     In this Agreement "INCREASED COSTS" means:

           (a)        a reduction in the rate of return from any Facility or on
                      a Finance Party's (or its Affiliate's) overall capital;

           (b)        an additional or increased cost; or

           (c)        a reduction of any amount due and payable under any
                      Finance Document,


           which is incurred or suffered by a Finance Party or any of its
           Affiliates to the extent that it is attributable to that Finance
           Party having entered into its Commitment or funding or performing its
           obligations under any Finance Document.

14.2       INCREASED COST CLAIMS

14.2.1     A Finance Party intending to make a claim pursuant to Clause 14.1
           shall notify the Agent of the event giving rise to the claim,
           following which the Agent shall promptly notify the Parent.

14.2.2     Each Finance Party shall, as soon as practicable after a demand by
           the Agent, provide a certificate confirming the amount of its
           Increased Costs.


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14.3       EXCEPTIONS

14.3.1     Clause 14.1 does not apply to the extent any Increased Cost is:

           (a)        attributable to a Tax Deduction required by law to be made
                      by an Obligor;

           (b)        compensated for by Clause 13.3 (or would have been
                      compensated for under Clause 13.3 but was not so
                      compensated solely because one of the exclusions in Clause
                      13.3.2 applied);

           (c)        compensated for by the payment of the Mandatory Cost; or

           (d)        attributable to the wilful breach by the relevant Finance
                      Party or its Affiliates of any law or regulation.

14.3.2     In this Clause 14.3, a reference to a "TAX DEDUCTION" has the same
           meaning given to the term in Clause 13.1.

15         OTHER INDEMNITIES

15.1       CURRENCY INDEMNITY

15.1.1     If any sum due from an Obligor under the Finance Documents (a "SUM"),
           or any order, judgment or award given or made in relation to a Sum,
           has to be converted from the currency (the "FIRST CURRENCY") in which
           that Sum is payable into another currency (the "SECOND CURRENCY") for
           the purpose of:

           (a)        making or filing a claim or proof against that Obligor;

           (b)        obtaining or enforcing an order, decree, judgment or award
                      in relation to any litigation or arbitration proceedings,


           that Obligor shall as an independent obligation, within three
           Business Days of demand, indemnify each Finance Party to whom that
           Sum is due against any cost, loss or liability arising out of or as a
           result of the conversion including any discrepancy between:

                      (i)        the rate of exchange used to convert that Sum
                                 from the First Currency into the Second
                                 Currency; and

                      (ii)       the rate or rates of exchange available to that
                                 person at the time of its receipt of that Sum.

15.1.2     Each Obligor waives any right it may have in any jurisdiction to pay
           any amount under the Finance Documents in a currency or currency unit
           other than that in which it is expressed to be payable.

15.2       OTHER INDEMNITIES

           The Parent shall (or shall procure that an Obligor will), within
           three Business Days of demand, indemnify each Finance Party against
           any cost, loss or liability incurred by that Finance Party as a
           result of:

           (a)        the occurrence of any Event of Default;


                                       55
<PAGE>   63
          (b)       a failure by an Obligor to pay any amount due under a
                    Finance Document on its due date;


          (c)       funding, or making arrangements to fund, its participation
                    in a Loan requested by a Borrower in a Utilisation Request
                    or a proposed Utilisation under the Working Capital Facility
                    but not made by reason of the operation of any one or more
                    of the provisions of this Agreement (other than by reason of
                    default or negligence by that Lender alone); or

          (d)       a Loan (or part of a Loan) not being prepaid in accordance
                    with a notice of prepayment given by a Borrower or the
                    Parent.


15.3      INDEMNITY TO THE AGENT


          The Parent shall promptly indemnify the Agent against any cost, loss
          or liability incurred by the Agent (acting reasonably) as a result of:

          (a)       investigating any event which it reasonably believes is a
                    Default following consultation on such matter with the
                    Parent; or

          (b)       acting or relying on any notice, request or instruction
                    which it reasonably believes to be genuine, correct and
                    appropriately authorised.

16        MITIGATION BY THE FINANCE PARTIES

16.1      MITIGATION

16.1.1    Each Finance Party shall, in consultation with the Parent, take all
          reasonable steps to mitigate any circumstances which arise and which
          would result in any amount becoming payable under, or cancelled
          pursuant to, any of Clause 8.1, Clause 13 or Clause 14 including (but
          not limited to) transferring its rights and obligations under the
          Finance Documents to another Affiliate or Facility Office.

16.1.2    Clause 16.1.1 does not in any way limit the obligations of any Obligor
          under the Finance Documents.

16.2      LIMITATION OF LIABILITY

16.2.1    The Parent shall indemnify each Finance Party for all costs and
          expenses reasonably incurred by that Finance Party as a result of
          steps taken by it under Clause 16.1.

16.2.2    A Finance Party is not obliged to take any steps under Clause 16.1 if,
          in the opinion of that Finance Party (acting reasonably), to do so
          might be prejudicial to it.

17        COSTS AND EXPENSES

17.1      TRANSACTION EXPENSES


          The Parent shall promptly on demand pay the Agent and the Arranger the
          amount of all costs and expenses (including legal fees) reasonably
          incurred by any of them in connection with the negotiation,
          preparation, printing, execution and syndication of:

          (a)       this Agreement and any other documents referred to in this
                    Agreement; and



                                       56
<PAGE>   64



          (b)       any other Finance Documents executed after the date of this
                    Agreement.

17.2      AMENDMENT COSTS


          If:

          (a)       an Obligor requests an amendment, waiver or consent; or

          (b)       an amendment is required pursuant to Clause 30.9,


          the Parent shall, within three Business Days of demand, reimburse the
          Agent for the amount of all costs and expenses (including legal fees)
          reasonably incurred by the Agent in responding to, evaluating,
          negotiating or complying with that request or requirement.

17.3      ENFORCEMENT COSTS


          The Parent shall, within three Business Days of demand, pay to each
          Finance Party the amount of all costs and expenses (including legal
          fees) incurred by that Finance Party in connection with the
          enforcement of, or the preservation of any rights under, any Finance
          Document.

18        GUARANTEE AND INDEMNITY

18.1      GUARANTEE AND INDEMNITY


          Each Guarantor irrevocably and unconditionally jointly and severally:

          (a)       guarantees to each Finance Party or (in the case of Canada
                    Holdco and any other Canadian Guarantor from time to time
                    only) the Security Trustee punctual performance by each
                    Borrower of all that Borrower's obligations under the
                    Finance Documents;

          (b)       undertakes with each Finance Party that whenever a Borrower
                    does not pay any amount when due under or in connection with
                    any Finance Document, that Guarantor shall immediately on
                    demand pay that amount as if it was the principal obligor;
                    and

          (c)       undertakes to indemnify each Finance Party immediately on
                    demand against any cost, loss or liability suffered by that
                    Finance Party if any obligation guaranteed by it is or
                    becomes unenforceable, invalid or illegal. The amount of the
                    cost, loss or liability shall be equal to the amount which
                    that Finance Party would otherwise have been entitled to
                    recover.


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<PAGE>   65


18.2      CONTINUING GUARANTEE


          This guarantee is a continuing guarantee and will extend to the
          ultimate balance of sums payable by any Obligor under the Finance
          Documents, regardless of any intermediate payment or discharge in
          whole or in part.

18.3      REINSTATEMENT


          If any payment by an Obligor or any discharge given by a Finance Party
          (whether in respect of the obligations of any Obligor or any security
          for those obligations or otherwise) is avoided or reduced as a result
          of insolvency or any similar event:

          (a)       the liability of each Obligor shall continue as if the
                    payment, discharge, avoidance or reduction had not occurred;
                    and

          (b)       each Finance Party shall be entitled to recover the value or
                    amount of that security or payment from each Obligor, as if
                    the payment, discharge, avoidance or reduction had not
                    occurred.

18.4      WAIVER OF DEFENCES


          The obligations of each Guarantor under this Clause 18 will not be
          affected by an act, omission, matter or thing which, but for this
          Clause, would reduce, release or prejudice any of its obligations
          under this Clause 18 (without limitation and whether or not known to
          it or any Finance Party) including:

          (a)       any time, waiver or consent granted to, or composition with,
                    any Obligor or other person;

          (b)       the release of any other Obligor or any other person under
                    the terms of any composition or arrangement with any
                    creditor of any member of the Group;

          (c)       the taking, variation, compromise, exchange, renewal or
                    release of, or refusal or neglect to perfect, take up or
                    enforce, any rights against, or security over assets of, any
                    Obligor or other person or any non-presentation or
                    non-observance of any formality or other requirement in
                    respect of any instrument or any failure to realise the full
                    value of any security;

          (d)       any incapacity or lack of power, authority or legal
                    personality of or dissolution or change in the members or
                    status of an Obligor or any other person;

          (e)       any amendment (however fundamental) or replacement of a
                    Finance Document or any other document or security;

          (f)       any unenforceability, illegality or invalidity of any
                    obligation of any person under any Finance Document or any
                    other document or security; or

          (g)       any insolvency or similar proceedings.


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<PAGE>   66


18.5      IMMEDIATE RECOURSE


          Each Guarantor waives any right it may have of first requiring any
          Finance Party (or any trustee or agent on its behalf) to proceed
          against or enforce any other rights or security or claim payment from
          any person before claiming from that Guarantor under this Clause 18.
          This waiver applies irrespective of any law or any provision of a
          Finance Document to the contrary.

18.6      APPROPRIATIONS


          Until all amounts which may be or become payable by the Obligors under
          or in connection with the Finance Documents have been irrevocably paid
          in full, each Finance Party (or any trustee or agent on its behalf)
          may:

          (a)       refrain from applying or enforcing any other moneys,
                    security or rights held or received by that Finance Party
                    (or any trustee or agent on its behalf) in respect of those
                    amounts, or apply and enforce the same in such manner and
                    order as it sees fit (whether against those amounts or
                    otherwise) and no Guarantor shall be entitled to the benefit
                    of the same; and

          (b)       hold in an interest-bearing suspense account any moneys
                    received from any Guarantor or on account of any Guarantor's
                    liability under this Clause 18.

18.7      DEFERRAL OF GUARANTORS' RIGHTS


          Until all amounts which may be or become payable by the Obligors under
          or in connection with the Finance Documents have been irrevocably paid
          in full and unless the Agent otherwise directs, no Guarantor will
          exercise any rights which it may have by reason of performance by it
          of its obligations under the Finance Documents:

          (a)       to be indemnified by an Obligor;

          (b)       to claim any contribution from any other guarantor of any
                    Obligor's obligations under the Finance Documents; and/or

          (c)       to take the benefit (in whole or in part and whether by way
                    of subrogation or otherwise) of any rights of the Finance
                    Parties under the Finance Documents or of any other
                    guarantee or security taken pursuant to, or in connection
                    with, the Finance Documents by any Finance Party.

18.8      ADDITIONAL SECURITY


          This guarantee is in addition to and is not in any way prejudiced by
          any other guarantee or security now or subsequently held by any
          Finance Party.

19        REPRESENTATIONS

          Each Obligor makes the representations and warranties set out in this
          Clause 19 to each Finance Party on the date of this Agreement.


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<PAGE>   67


19.1      STATUS

19.1.1    It is a corporation, duly incorporated and validly existing under the
          law of its jurisdiction of incorporation.

19.1.2    It and each other Material Company has the power to own its assets and
          carry on its business as it is being conducted.

19.2      POWER AND AUTHORITY

          Each Obligor has power to execute, deliver and perform its obligations
          under the Transaction Documents to which it is a party; all necessary
          corporate, shareholder or other action has been taken to authorise the
          execution, delivery and performance of such Transaction Documents and
          no limitation on the powers of any such Obligor or its Directors shall
          be exceeded as a result of the drawdown of the Loan or the utilisation
          of the Facilities.

19.3      BINDING OBLIGATIONS


          The Transaction Documents constitute legal, valid and binding
          obligations of each Obligor which is a party to them and are
          enforceable (subject to the Reservations), in accordance with their
          respective terms.

19.4      NON-CONFLICT WITH OTHER OBLIGATION


          The entry into and performance of the terms and conditions of the
          Transaction Documents by each relevant Obligor do not and shall not
          contravene or conflict with its memorandum and articles of
          association, any law, statute, rule, regulation, judgement, decree or
          other instrument binding on it or any of its assets, or any agreement
          or document to which it is a party or is binding on it or any of its
          assets and all acts, conditions and things required to be done,
          fulfilled and performed in order:

          (a)       to enable it lawfully to enter into, exercise its rights
                    under and perform the obligations expressed to be assumed by
                    it in the Transaction Documents; and

          (b)       to ensure that the obligations expressed to be assumed by it
                    in the Transaction Documents are legal, valid and binding,
                    have been undertaken;

19.5      NO DEFAULT

19.5.1    No Material Company is (nor with the giving of notice, lapse of time
          or satisfaction of any other condition would be) in breach of or in
          default under any agreement or document to which it is a party or by
          which it or any part of its assets may be bound which would have a
          Material Adverse Effect;

19.5.2    No Event of Default, Default or Mandatory Prepayment Event has
          occurred.

19.6      NO PROCEEDINGS PENDING OR THREATENED


          No action, litigation, arbitration or administrative proceeding is
          taking place, pending or so far as each Obligor is aware having made
          all appropriate enquiries threatened against any Material Company or
          any part of their respective

                                       60
<PAGE>   68

          undertakings, assets or revenues which is, in the reasonable opinion
          of the Agent, likely to be adversely determined and if adversely
          determined is likely to have a Material Adverse Effect;

19.7      NO SECURITY


          No Material Company has assets which are affected by any Security, nor
          is any such company a party to, nor is it or any of its assets bound
          by, any order, agreement or instrument under which it is, or may be,
          required to create, assume or permit to arise any Security, other than
          in each case any Permitted Security Interest;

19.8      CORPORATE STRUCTURE


          The corporate structure of the Group following Closing and before the
          Intra Group Transfer shall be as set out in Schedule 12 and (other
          than the Overseas Companies) each Group Company is resident in the
          United Kingdom for tax purposes;

19.9      NO BORROWINGS


          No Group Company has any Financial Indebtedness save for Permitted
          Financial Indebtedness;

19.10     BUSINESS PLAN

19.10.1   All statements of fact recorded in the Business Plan are true and
          accurate in all material respects; the opinions and views expressed in
          the Business Plan represent the honestly held opinions and views of
          the Parent and Management Team and were arrived at after careful
          consideration and are based on reasonable grounds; the projections and
          forecasts contained in the Business Plan are based upon assumptions
          (including assumptions as to the future performance of the Target
          Group, inflation, price increases, interest rates and efficiency
          gains) which the Parent and Management Team have carefully considered
          and considered to be fair and reasonable; the Business Plan is not
          misleading in any material respect and does not omit to disclose any
          matter where failure to disclose such matter would result in the
          Business Plan (or any information or projection contained therein) to
          be misleading in any material respect; and nothing has occurred or
          come to light since the date as at which the Business Plan was
          prepared which renders any material facts contained in the Business
          Plan inaccurate or misleading or which makes any of the opinions,
          projections or forecasts contained therein other than fair and
          reasonable or renders any of the assumptions upon which the
          projections are based other than fair and reasonable;

19.11     REPORTS


          All written information supplied by or on behalf of the Parent and by
          their respective agents and advisers in connection with this Agreement
          and the preparation of the Reports was true, complete and accurate in
          all material respects at the dates supplied (or, if not, has
          subsequently been corrected and such correction is reflected in the
          Reports), all statements of fact recorded in the Reports are true and
          accurate in all material respects; none of the Reports (or any part
          thereof) is misleading in any material respect and there is no
          expression of opinion, forecast or projection contained in the Reports
          or any conclusion reached therein in relation to any material matter
          which is not fair and reasonable in all material respects so far as
          the Parent is or ought to be aware of having made due and diligent
          enquiries of the

                                       61
<PAGE>   69

          Management Team and all other relevant parties and there is no such
          opinion, forecast, projection or conclusion with which any of the
          Management Team or any other director of the Parent disagrees in any
          material respect; and nothing has occurred or come to light since the
          date of any Report which renders any material facts contained in that
          Report inaccurate or misleading or which makes any of the opinions,
          projections, forecasts or conclusions contained in the relevant Report
          other than fair and reasonable;

19.12     TRANSACTION DOCUMENT REPRESENTATIONS


          All representations and warranties made by or on behalf of the Parent
          in the Merger Documents and Equity Documents are true and accurate in
          all material respects; and to the best of the Parent's knowledge and
          belief (having held discussions with the Chief Financial Officer of
          Target, the Chief Executive Officer of Clintrials BioResearches
          Limited and the Chief Financial Officer of Clintrials BioResearches
          Limited) all representations and warranties made by or on behalf of
          any Target Group Company in Merger Agreement are true and complete in
          all material respects;

19.13     TARGET ACCOUNTS


          To the best of the knowledge and belief of the Parent having held
          discussions with the Chief Financial Officer of the Target Group, the
          Target Accounts and Target Management Accounts were prepared in
          accordance with GAAP consistently applied and fairly presented the
          results of the operations of the Target Group for the periods to which
          they relate and the state of the affairs of the Target Group at the
          end of such period and, in particular, disclose or reserve against all
          liabilities (actual or contingent) of the Target Group to the extent
          required by GAAP and there are no material liabilities (whether
          actual, contingent, present or future) which are not disclosed or
          shown as being provided for in the relative Target Accounts and/or
          Target Management Accounts and which have not been disclosed or
          referred to in the Accountant's Report or, where they have arisen
          after the date of the Accountant's Report have not been disclosed in
          writing to the Lenders;

19.14     TAXES


          All necessary returns have been delivered by or on behalf of each
          Material Company to the relevant taxation authorities and no such
          member is in default in the payment of any Taxes taking into account
          any grace periods and no claim is being asserted with respect to Tax
          which is not disclosed in its latest published financial statements;

19.15     INTELLECTUAL PROPERTY RIGHTS


          Each Material Company owns all necessary Intellectual Property Rights
          and such information systems and equipment as are required by it in
          order for it to carry on its business and no notification has been
          received or is anticipated to be received alleging infringement of any
          such rights; all such rights are free from Security Interests (other
          than the Permitted Security Interests), are not subject to the rights
          of any other party and so far as the Parent is aware are not presently
          being infringed by any person;


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<PAGE>   70


19.16     ENVIRONMENTAL


          No Material Company has infringed, or received any claim in respect
          of, any provision of Environmental Law or any Environmental Licence
          which would or would be reasonably likely to have Material Adverse
          Effect;

19.17     ERISA

19.17.1   As of the Closing Date, no Borrower, nor any Group Company, nor any
          ERISA Affiliate maintains or contributes to, or has any obligation
          under, any Employee Benefit Plans other than those identified on
          Schedule 6.1(I) hereto;

19.17.2   Each Borrower, each Group Company and each ERISA Affiliate is in
          compliance with all applicable provisions of ERISA and the regulations
          and published interpretations thereunder with respect to all Employee
          Benefit Plans except for any required amendments for which the
          remedial amendment period as defined in Section 401(b) of the Code has
          not yet expired. Each Employee Benefit Plan that is intended to be
          qualified under Section 401(a) of the Code has been determined by the
          Internal Revenue Service to be so qualified, and each trust related to
          such plan has been determined to be exempt under Section 501(a) of the
          Code. No liability has been incurred by any Borrower, any Group
          Company or any ERISA Affiliate which remains unsatisfied for any taxes
          or penalties with respect to any Employee Benefit Plan or any
          Multiemployer Plan;

19.17.3   No Pension Plan has been terminated, nor has any accumulated funding
          deficiency (as defined in Section 412 of the Code) been incurred
          (without regard to any waiver granted under Section 412 of the Code),
          nor has any funding waiver from the Internal Revenue Service been
          received or requested with respect to any Pension Plan, nor has any
          Borrower, any Subsidiary or any ERISA Affiliate failed to make any
          contributions or to pay any amounts due and owing as required by
          Section 412 of the Code, Section 302 of ERISA or the terms of any
          Pension Plan prior to the due dates of such contributions under
          Section 412 of the Code or Section 302 of ERISA, nor has there been
          any event requiring any disclosure under Section 4041(c)(3)(C) or
          4063(a) of ERISA with respect to any Pension Plan;

19.17.4   No Borrower, Group Company or ERISA Affiliate has:

          (a)       engaged in a nonexempt prohibited transaction described in
                    Section 406 of the ERISA or Section 4975 of the Code;

          (b)       incurred any liability to the PBGC which remains outstanding
                    other than the payment of premiums and there are no premium
                    payments which are due and unpaid;

          (c)       failed to make a required contribution or payment to a
                    Multiemployer Plan; or

          (d)       failed to make a required instalment or other required
                    payment under Section 412 of the Code;

19.17.5   No Termination Event has occurred or is reasonably expected to occur;
          and


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19.17.6   No proceeding, claim, lawsuit and/or investigation is existing or, to
          the best knowledge of each Borrower and each Group Company after due
          inquiry, threatened, concerning or involving any:

          (a)       employee welfare benefit plan (as defined in Section 3(1) of
                    ERISA) currently maintained or contributed to by any
                    Borrower, any Group Company or any ERISA Affiliate;

          (b)       Pension Plan; or

          (c)       Multiemployer Plan.


19.18     LICENCES


          All licences, consents, exemptions, clearances, filings,
          registrations, payments of duties or taxes, notarisations and
          authorisations as are or may be necessary or desirable for the proper
          conduct of its business, trade and ordinary activities and for the
          performance and discharge of its obligations and liabilities under
          each of the Transaction Documents and which are required in connection
          with the execution, delivery, validity, enforceability or
          admissibility in evidence of each of the Transaction Documents are in
          full force and effect where failure would be reasonably likely to have
          Material Adverse Effect;

19.19     MATERIAL FACTS

19.19.1   There are no material facts known to the Parent which if disclosed
          would be reasonably likely to affect the decision of a prudent lender
          whether or not to make facilities available to the Parent on the terms
          of this Agreement and:

          (a)       so far as the Parent is aware having had discussions with
                    the Management Team since the date to and as at which the
                    Target Accounts were made up, there has been no material
                    adverse change in the business, assets, financial
                    conditions, prospects or operations of the Target Group; and

          (b)       so far as the Parent is aware having held discussions with
                    the Management Team since the date to and as at which the
                    Target Management Account were made up there has been no
                    material adverse change in the business, assets, financial
                    conditions, prospects or operation of the Target Group;

19.20     FINANCIAL STATEMENTS

19.20.1   Its Original Financial Statements were prepared in accordance with
          GAAP consistently applied.

19.20.2   Its Original Financial Statements give a true and fair view of its
          financial condition and operations (consolidated in the case of the
          Parent) during the relevant financial period.

19.20.3   There has been no material adverse change in its business or financial
          condition (or the business or consolidated financial condition of the
          Group, in the case of the Parent) since the date to which its most
          recent unaudited annual financial statements were prepared


                                       64
<PAGE>   72


19.21     MERGER

19.21.1   So far as the Parent is aware, no breach of any of the representations
          given by Target in the terms of the Merger Agreement (breach of which
          would have a Material Adverse Effect) has occurred.

19.21.2   The Parent and US Newco each has the power and authority under the
          laws of its state of incorporation and under its articles of
          incorporation and by-laws to enter into and perform the Merger
          Agreement (to which each is a party, respectively) and all other
          agreements, documents and actions required thereunder; and all actions
          (corporate or otherwise) necessary or appropriate for the execution
          and performance by each Parent and US Newco of the Share Purchase and
          the Merger Agreement (to which each is a party, respectively) and all
          other documents, agreements and actions required thereunder have been
          taken.

19.21.3   The making and performance of the Merger Agreement and all other
          agreements, documents and actions required thereunder, will not
          violate any provision of any law or regulation, federal, state or
          local, and will not violate any provisions of the articles of
          incorporation and by-laws of any of Parent or US Newco, or constitute
          a default under any agreement by which Parent or US Newco or its
          respective property may be bound which default would have a Material
          Adverse Effect .

19.22     MARGIN STOCK


          No Borrower or Group Company is engaged principally or as one of its
          activities in the business of extending credit for the purpose of
          purchasing or carrying any margin stock (as each such term is defined
          or used in Regulation U of the Board of Governors of the Federal
          Reserve System). No part of the proceeds of any of the Loans will be
          used for purchasing or carrying margin stock or for any purpose which
          violates, or which would be inconsistent with, the provisions of
          Regulation T, U or X of such Board of Governors.

19.23     SOLVENCY


          Excluding intercompany indebtedness, each Material Company
          incorporated in any state of the USA is, and after receipt and
          application of the first advance under this Agreement will be, solvent
          such that:

          (a)       the fair value of its assets (including without limitation
                    the fair saleable value of the goodwill and other intangible
                    property of such Material Company) is greater than the total
                    amount of its liabilities, including without limitation,
                    contingent liabilities;

          (b)       the present fair saleable value of its assets (including
                    without limitation the fair saleable value of the goodwill
                    and other intangible property of such Material Company) is
                    not less than the amount that will be required to pay the
                    probable liability on their debts as they become absolute
                    and matured; and

          (c)       they are able to realise upon their assets and pay their
                    debts and other liabilities, contingent obligations and
                    other commitments as they mature in the normal course of
                    business. No Material Company intends to, nor believes that
                    it will, incur debts or liabilities beyond its ability to
                    pay as such debts and liabilities mature, and no Material
                    Company is engaged in

                                       65
<PAGE>   73

                    a business or transaction, or about to engage in a business
                    or transaction, for which its property would constitute
                    unreasonably small capital after giving due consideration to
                    the prevailing practice and industry in which it is engaged.
                    For purposes of this Clause, in computing the amount of
                    contingent liabilities at any time, it is intended that such
                    liabilities will be computed at the amount which, in light
                    of all the facts and circumstances existing at such time,
                    represents the amount that reasonably can be expected to
                    become an actual matured liability of the applicable
                    Material Company.

19.24     REPETITION


          The Repeating Representations are deemed to be made by each Obligor by
          reference to the facts and circumstances then existing on:

          (a)       the date of each Utilisation Request and the first day of
                    each Interest Period;

          (b)       the date of each Utilisation of the Working Capital
                    Facility; and

          (c)       in the case of an Additional Obligor, the day on which it
                    becomes (or it is proposed that it becomes) an Additional
                    Obligor.

19.25     LIMITATION DURING AVAILABILITY PERIOD


          No representation or warranty in any Finance Document will be given or
          deemed repeated pursuant to Clause 19.24 during the Availability
          Period except the Primary Warranties prior to the Drawdown Date.

20        INFORMATION UNDERTAKINGS


          The undertakings in this Clause 20 remain in force from the date of
          this Agreement for so long as any amount is outstanding under the
          Finance Documents or any Commitment is in force.

20.1      FINANCIAL INFORMATION


          The Parent undertakes to supply to the Agent (unless the Agent acting
          on the instruction of the Lenders otherwise agrees) in sufficient
          copies for the Lenders:-

          (a)       as soon as they become available but in any event within 90
                    days after the end of each of its financial years its
                    audited consolidated financial statements for that financial
                    year and the audited financial statements of each Material
                    Company for that financial year together with a Compliance
                    Certificate; from the directors of the Parent;

          (b)       as soon as they become available but in any event no later
                    than 30 days after the end of each successive Management
                    Accounting Period consolidated Management Accounts for that
                    Management Accounting Period, the Management Accounts of
                    each Material Company for that Management Accounting Period
                    and aggregated (in Sterling) Management Accounts for the
                    Ringfenced Group for that Management Accounting Period
                    together with a Compliance Certificate from the directors of
                    the Parent;


                                       66
<PAGE>   74


          (c)       not later than 30 days prior to the beginning of each
                    financial year, an Operating Budget for the Group and an
                    Operating Budget for the Ringfenced Group in respect of the
                    financial year about to commence in a form and content
                    satisfactory to the Agent;

          (d)       as it becomes available but in any event not later than 90
                    days after the end of each financial year a certificate from
                    the financial director of the Parent or (if the Agent in the
                    exercise of its sole discretion so determines) Auditors
                    addressed to the Agent and the Lenders and in a form
                    acceptable to the Agent certifying (with supporting
                    calculations) the Parent's compliance (or otherwise) with
                    the financial covenants in Clause 21;

          (e)       promptly send such further information in its possession
                    regarding the financial condition and operation of the Group
                    as the Agent may reasonably request.

20.2      FINANCIAL STATEMENTS


          The Parent undertakes to ensure that all financial statements
          contemplated by Clause 20.1(a) and (b) shall be prepared in accordance
          with GAAP, consistently applied, and that all financial statements
          contemplated by Clause 20.1(a) are prepared in accordance with the
          Companies Act 1985 and show a true and fair view of the state of
          affairs of the relevant company and (in the case of the consolidated
          accounts) of the Group as at the date of the same.

20.3      INVESTIGATION


          The Parent hereby agrees that:

          (a)       following such period of discussion, if any, with the
                    finance director of the Parent as the Agent in its sole
                    discretion deems appropriate, it will if so required by the
                    Agent who believes in good faith that either:

                    (i)       any financial statements or calculations provided
                              by the Parent are inaccurate or incomplete in any
                              material respect; or

                    (ii)      the financial performance of the Group may give
                              rise (or has given rise) to a breach of one or
                              more of the financial covenants in Clause 21)


                    at the expense of the Parent (provided all such expenses are
                    estimated for the Parent in advance and properly incurred)
                    instruct the Auditors or other firm of accountants of
                    international repute selected by the Parent to discuss the
                    financial position of the Group with the Agent and to
                    disclose to the Agent (and provide that Agent with copies
                    of) such information as the Agent may reasonably request
                    regarding the financial condition and business of the Parent
                    and any of its Subsidiaries; and

          (b)       if, having taken the steps in 20.3(a) above, the Agent
                    acting in good faith continues to have concerns in relation
                    to the financial performance of the Group, the accuracy of
                    information provided by any member of the Group or
                    compliance with the financial covenants in Clause 21 or any
                    other legitimate concern relating to the affairs of the
                    Group, the Agent may instruct the Auditors or other firm of
                    accountants selected by the Agent to

                                       67
<PAGE>   75

                    carry out an investigation at the Parent's expense (provided
                    all such expenses are estimated for the Parent in advance
                    and properly incurred) into the affairs of the Group and/or
                    the financial performance of the Group and/or the accounting
                    and other reporting procedures and standards of the Group
                    and the Parent will procure that full co-operation is given
                    to the Auditors or other firm of accountants so selected.

21        FINANCIAL COVENANTS

21.1      COVENANTS


          The Parent undertakes to and covenants with the Agent as follows:

21.1.1    The Parent undertakes that, except as hereinafter provided during the
          Security Period, the Ringfenced Group shall comply with the following
          financial undertakings which will be calculated in accordance with the
          provisions of this Clause 21 in each case by reference to the relative
          financial statements.

21.1.2    Aggregated Minimum Net Worth of the Ringfenced Group shall not during
          each period set out in Column A be less than the figure set out
          opposite that period in Column B:-


<TABLE>
<CAPTION>
      COLUMN A                                                          COLUMN B
      (PERIOD)                                                            L000
--------------------------------------------------------------------------------
<S>                                                                    <C>
Drawdown Date to 31 May 2001                                             69,000
1 June 2001 to 31 July 2001                                              72,000
1 August 2001 to 31 October 2001                                         74,000
1 November 2001 to 31 December 2001                                      77,000
1 January 2002 to 31 March 2002                                          78,000
1 April 2002 to 30 June 2002                                             80,000
1 July 2002 to 30 September 2002                                         82,000
1 October 2002 to 31 December 2002                                       85,000
1 January 2003 to 30 April 2003                                          88,000
1 May 2003 to 31 July 2003                                               90,000
1 August 2003 to 31 October 2003                                         93,000
1 November 2003 to 31 December 2003                                      96,000
each quarterly period thereafter                                        100,000
</TABLE>

21.1.3    The ratio of Ringfenced PBITDA to Ringfenced Total Interest during
          each period set out in Column A below shall be not less than the ratio
          set out in Column B opposite for that period:-


                                       68
<PAGE>   76



<TABLE>
<CAPTION>
                COLUMN A                                                COLUMN B
                (PERIOD)                                                 (RATIO)
--------------------------------------------------------------------------------
<S>                                                                    <C>
Drawdown date to 30 September 2001                                         3.1:1
Drawdown date to 31 December 2001                                          3.2:1
31 March 2001 to 31 March 2002                                             3.3:1
30 June 2001 to 30 June 2002                                               3.4:1
30 September 2001 to 30 September 2002                                     3.4:1
31 December 2001 to 31 December 2002                                       3.5:1
31 March 2002 to 31 March 2003                                             3.7:1
30 June 2002 to 30 June 2003                                               3.9:1
30 September 2002 to 30 September 2003                                     4.2:1
31 December 2002 to 31 December 2003                                       4.4:1
each twelve month period thereafter                                        5.0:1
beginning on 31 March, 30 June, 30
September, 31 December
</TABLE>

21.1.4    The ratio of Cashflow to Debt Service during each period set out in
          Column A below shall not be less than the ratio indicated in Column B
          opposite for that period:-


<TABLE>
<CAPTION>
                 COLUMN A                                               COLUMN B
                (PERIOD)                                                 (RATIO)
--------------------------------------------------------------------------------
<S>                                                                     <C>
Drawdown Date to 31 December 2001                                            1:1
each twelve month period thereafter                                          1:1
beginning on 31 March, 30 June, 30
September and 31 December
</TABLE>

21.1.5    The ratio of Senior Debt to Ringfenced PBITDA during each period set
          out in Column A below shall be not more than the ratio set out in
          Column B opposite for that period:-

<TABLE>
<CAPTION>
                 COLUMN A                                               COLUMN B
                 (PERIOD)                                                (RATIO)
--------------------------------------------------------------------------------
<S>                                                                     <C>
Drawdown date to 31 December 2001                                         5.1:1
31 March 2001 to 31 March 2002                                            3.75:1
30 June 2001 to 30 June 2002                                              3.5:1
30 September 2001 to 30 September 2002                                    3.5:1
31 December 2001 to 31 December 2002                                      3.25:1
31 March 2002 to 31 March 2003                                            3.2:1
30 June 2002 to 30 June 2003                                              2.9:1
30 September 2002 to 30 September 2003                                    2.75:1
31 December 2002 to 31 December 2003                                      2.5:1
each twelve month period thereafter                                       2.5:1
beginning on 31 March, 30 June, 30
September and 31 December
</TABLE>


                                       69
<PAGE>   77


21.1.6    The financial covenants set out above shall be tested as follows:

          (a)       the financial covenant in Clauses 21.1.2 shall be tested on
                    a monthly basis; and

          (b)       the financial covenants in Clauses 21.1.3, 21.1.5 and 21.1.4
                    shall be tested on a quarterly basis.

21.1.7    All financial covenants shall be tested by reference to the latest
          audited financial statements of the members of the Ringfenced Group
          or, if more recent, by reference to the latest aggregated Management
          Accounts of the Ringfenced Group provided that where any financial
          covenant is tested by reference to year end Management Accounts it
          shall be tested again by reference to the audited financial statements
          of the members of the Ringfenced Group for the relevant period when
          those audited financial statements become available.

21.1.8    In the event that the Parent is in default or breach of any of the
          financial covenants contained in this Clause 21.1, the Agent shall be
          entitled to make such investigations and obtain such legal,
          accountancy and/or valuation reports as it shall deem appropriate at
          the cost of the Parent and the Borrower and each Group Company shall
          provide all assistance required in connection with such investigations
          and reports.

21.1.9    The calculation of the financial covenants detailed in Clause 21.1
          shall be carried out by the Agent in accordance with the accounting
          principles and policies applied in the most recent audited financial
          statements and/or Management Accounts to which it is referring.

21.1.10   If the Parent changes the accounting policies applied, whether as a
          result of a change in GAAP or otherwise, in a way that affects the
          financial covenants detailed in this Clause 21.1 the Agent shall be
          entitled to recalculate such covenants (following such period of
          discussion, if any, with the finance director of the Parent as the
          Agent in its sole discretion considers appropriate in the
          circumstances) as if such changes had not taken place.

21.1.11   If there is any dispute as to any computation under Clause 21.1.7 or
          Clause 21.1.8 or as to the interpretation of any of the relevant
          definitions set out herein, the decision of the Agent (acting on the
          instructions of the Lenders) shall, in the absence of manifest error
          be conclusive and binding on each Borrower.

21.1.12   For the purposes of this Agreement and this Clause 21.1 in particular,
          the following expressions shall have the following meanings (unless
          the context otherwise requires):-


          "AGGREGATED MINIMUM NET WORTH" means the aggregate of the amount
          (including any share premium) for the time being paid up or credited
          as paid up on the issued share capital of the Parent at the time of
          calculation:


          PLUS      the amount standing to the credit (or, as the case may be,
                    MINUS the amount standing to the debit) of the aggregate
                    profit and loss account as reflected in the aggregated
                    balance sheet of the Ringfenced Group as at the end of the
                    latest accounting reference period for which aggregated
                    accounts of the Group have been (or are required to have
                    been) delivered to the Agent;


                                       70
<PAGE>   78



          PLUS      any other aggregated reserves of the Ringfenced Group (but
                    excluding any positive revaluation reserve derived from any
                    writing up of book value of any assets of any member of the
                    Ringfenced Group above historic cost less accumulated
                    depreciations after Drawdown Date and any capital reserve
                    reflecting a pension fund surplus);


          PLUS      the amount of any goodwill written off (to the extent
                    written off against capital and revenue reserves of the
                    Ringfenced Group) or amortised;


          PLUS      an amount equal to the principal amount of the Loan Stock
                    together with any amounts of interest thereon which are
                    rolled up under the terms of the Loan Stock Instrument or by
                    resolution of the holders thereof (in each case so that such
                    interest is not payable until the end of the period to which
                    they relate) and any amounts of such interest which are
                    capitalised and issued as additional Loan Stock under the
                    Loan Stock Instrument;


          PLUS      an amount equal to the amount of all transaction costs in
                    relation to the Merger and its financing only to the extent
                    written off directly to reserves;


          MINUS     any amount which is attributable to:

                    (a)       titles, trademarks, copyrights, patents,
                              capitalised research and development expenditure,
                              capitalised redundancy and closure costs and other
                              intangible assets; and

                    (b)       deferred taxation (save to the extent that this
                              would result in the relevant deferred taxation
                              being effectively deducted more than once in any
                              determination of Aggregated Minimum Net Worth);


          MINUS     from profit before tax for the period a notional tax charge
                    at such rate as may be payable by the Parent from time to
                    time;


          MINUS     from profit after tax for the period Distributions paid or
                    payable in respect of that period;


          MINUS     any reserves or capital of the Group created by any surplus
                    on the sale of any investment or other asset (excluding
                    trading stock) of the Group;


          MINUS     (to the extent otherwise included) the amount attributable
                    to the interests (if any) of the outside holders of issued
                    share capital in any member of the Group other than the
                    Parent;


          For the purposes of the foregoing, all items shall be calculated on an
          aggregated basis and in accordance with applicable accounting
          principles and, where the calculation is being made at the end of any
          accounting reference period for which an aggregated balance sheet of
          the Group has been or is required to be delivered to the Agent, shall
          be as shown in that balance sheet;


          "CASHFLOW" means in relation to any period, Ringfenced PBITDA for that
          period adjusted as follows:-

          (a)       adding back any other non-cash charges and deducting any
                    other non-cash income, as the case may be, to the extent
                    already taken into account in Ringfenced PBITDA;


                                       71
<PAGE>   79


          (b)       deducting any profit, or adding any loss, as the case may
                    be, from the disposal of fixed assets, to the extent already
                    taken into account in Ringfenced PBITDA;

          (c)       adding any increase or deducting any decrease as the case
                    may be, in Current Liabilities;

          (d)       adding any decrease or deducting any increase, as the case
                    may be in Current Assets;

          (e)       adding the proceedings of the disposal of any fixed assets;

          (f)       adding the proceeds of any issue of shares in the Parent;

          (g)       adding any payments received in respect of Tax rebates;

          (h)       deducting Corporation Tax paid;

          (i)       deducting all amounts paid in respect of Capital Expenditure
                    excluding that funded under Finance Leases or under the
                    Capital Expenditure Facility;

          (j)       deducting any expenditure on the acquisition of share
                    capital in any third party;

          (k)       deducting all amounts paid in respect of any loans made by
                    any Group Company to any third party;

          (l)       deducting any exceptional or extraordinary expenditure and
                    adding any exceptional or extraordinary receipts;

          (m)       adding the proceeds of any subscription for shares or
                    additional Loan Stock (or other subordinated loan capital,
                    in the capital of, or issued by the Parent) to the extent
                    such proceeds are received in cash by the Parent in the
                    relevant period;

          (n)       adding any transaction costs in relation to the Merger and
                    its financing to the extent deducted from Ringfenced PBITDA,


          but without double counting in any case;


          "CURRENT ASSETS" means, in relation to each Ringfenced Group Member at
          any time, the aggregate value of its assets which are treated as
          current assets in accordance with GAAP;


          "CURRENT LIABILITIES" means, in relation to each Ringfenced Group
          Member at any time, the aggregate value of its liabilities which are
          treated as current liabilities in accordance with GAAP;


          "DEBT SERVICE" means, in relation to any relevant period, the
          aggregate of the following items:

          (a)       Aggregated Total Interest paid (including interest actually
                    paid on Loan Stock (other than issuance of additional Loan
                    Stock) but excluding any interest rolled up under the terms
                    of the Loan Stock or (unless the direct or

                                       72
<PAGE>   80

                    indirect effect of such exclusion would be that it would no
                    longer be prohibited from being paid (in which case it shall
                    be included)) by the Intercreditor Agreement);

          (b)       Distributions declared or paid during that period;

          (c)       repaying of Borrowings made or due within that period (but
                    excluding any prepayments pursuant to Clause 8.7);

          (d)       the amount paid in respect of redemption of any shares or
                    Loan Stock by the Parent during that period; and

          (e)       capital payments under Finance Leases;


          "RINGFENCED PBITDA" means for any period, the aggregated profit of the
          Ringfenced Group before extraordinary and exceptional items (as
          defined by Statement of Standard Accounting Practice No 6 and
          Financial Report Standard No 3, both as amended or updated from time
          to time), Taxation and interest accrued during such period as an
          obligation of or owed to any member or members of the Ringfenced
          Group, whether or not paid, deferred or capitalised during such period
          and excluding, any gain on the revaluation of any assets (other than
          sale or other disposal of trading stock and work in progress) of the
          Ringfenced Group for such period, calculated on a consolidated basis
          and (subject only as may be required in order to reflect the express
          inclusion or exclusion of items as specified in this definition) in
          accordance with the applicable accounting principles and determined
          from the aggregated financial statements of the Ringfenced Group for
          such period adjusted as follows:-

          (a)       before depreciation of fixed assets (excluding any
                    additional depreciation arising from the write-up of the
                    book value of assets);

          (b)       before any charge for the amortisation of goodwill or any
                    other intangible assets; and

          (c)       excluding provisions (other than provisions for stock and
                    trade debtors) made before the Drawdown Date which have been
                    subsequently written back;

          (d)       before taking into account earnings or losses attributable
                    to Affiliates (other than to the extent earnings are
                    received in cash by a member of a Group);

          (e)       adding back an amount equal to the amount of all transaction
                    costs in relation to the Merger and its financing to the
                    extent deducted from such profits;


          "RINGFENCED TOTAL INTEREST" for any relevant period means the
          aggregate (calculated on an aggregated basis) of all interest, amounts
          in the nature of interest, commitment commission, guarantee fees and
          the interest element of Finance Leases incurred, paid or accrued in
          respect of Borrowings during such period as an obligation of any
          Ringfenced Group Member, other than, unless otherwise expressly
          stated:

          (a)       the Loan Stock; and


                                       73
<PAGE>   81


          (b)       arrangement fees charged during such period;


          "SENIOR DEBT" means, in respect of the last day of each period set out
          in Column A in Clause 21.1.5, Series 1 Term Facility Loans, Series 2
          Term Facility Loans, Capital Expenditure Facility Loans and
          Utilisations of the Working Capital Facility outstanding on such date.

21.2      EXCHANGE RATE ADJUSTMENT


          The Lenders acknowledge that the terms of this Clause 21 have been
          agreed on the basis of the exchange rates set out in the Business Plan
          and that in the event that the Parent is able to demonstrate to the
          satisfaction of the Finance Parties (acting reasonably) that any
          breach of Clause 21.1 has arisen solely as a result of a movement in
          any exchange rates after the date of this Agreement, the Finance
          Parties will instruct the Agent to negotiate in good faith with the
          Parent to agree replacement financial covenants which provide the
          Finance Parties with equivalent protection to that offered by the
          financial covenants set out in Clause 21 as at the date of this
          Agreement.

22        GENERAL UNDERTAKINGS


          The undertakings in this Clause 22 remain in force from the Drawdown
          Date for so long as any amount is outstanding under the Finance
          Documents or any Commitment is in force.

22.1      POSITIVE UNDERTAKINGS

22.1.1    USE OF FACILITIES


          The Parent shall use and shall procure that the other Borrowers shall
          use the Facilities only for the relevant Specified Purposes.

22.1.2    NOTIFICATION OF DEFAULTS ETC


          The Parent undertakes to notify the Lender of:

          (a)       any Default or Event of Default immediately upon becoming
                    aware of its occurrence;

          (b)       any litigation, arbitration or administrative proceedings or
                    claims in which any Material Company is concerned or to
                    which it is a party involving a sum in excess of L100,000
                    immediately upon becoming aware that it is so concerned or
                    on becoming a party;

          (c)       any Security (other than a Permitted Security Interest)
                    attaching to any of the assets of any Material Company; and

          (d)       any company becoming or ceasing to be a Material Company.

22.1.3    The Parent undertakes to the Agent and the other Finance Parties that
          it shall, and it shall procure that each Material Company shall, save
          with the prior written consent of the Agent during the Security
          Period:-

          (a)       INSURANCES: effect and maintain such insurance over its
                    assets and business in such manner and to such extent as is
                    reasonable and customary

                                       74
<PAGE>   82

                    for a business engaged in the same or a similar activity and
                    the same or similar localities to it (subject always to the
                    terms of any Security Document) and shall maintain such
                    policies of insurance in full force and effect and comply
                    with all its obligations relating thereto;

          (b)       BANKING: maintain and continue to maintain its current
                    accounts, exchange, interest hedging and electronic and
                    transmission banking business with the Working Capital Bank
                    or (in the case of Material Companies incorporated in the
                    United States of America only) the Approved Financier;

          (c)       PAYMENTS RECEIVED: ensure that all moneys which it may
                    receive in respect of its book debts and other debts are
                    paid into its account with the Working Capital Bank and that
                    all of its transmission banking business is carried out by
                    the Working Capital Bank or the Approved Financier;

          (d)       TAX: pay and discharge all Taxes and governmental charges
                    payable by or assessed upon it prior to the date on which
                    the same become overdue or before any material penalty is
                    incurred, unless and to the extent that such Taxes shall be
                    contested in good faith by appropriate proceedings, pending
                    determination of which payment may be lawfully withheld, and
                    there shall be set aside adequate reserves with respect to
                    such Taxes or charges so contested in accordance with GAAP;

          (e)       SECURITY: procure that subject to compliance with applicable
                    laws, each Material Company not being a member of the
                    Clinical Group shall grant Full Group Security and in such
                    form as the Security Trustee for the Agents and the Lenders,
                    the Working Capital Banks and the Working Capital Bank may
                    reasonably specify and shall take all such steps, sign all
                    such documents in relation to such security and give all
                    such assurances as may be necessary to protect such security
                    and ensure compliance with its obligations thereunder
                    (provided that nothing in this Clause 22.1.3(e) shall
                    require any Material Company to grant any Security any
                    earlier than is expressly contemplated by other provisions
                    of this Agreement);

          (f)       LICENCES: at all times have and keep in force all licences,
                    consents, permits and authorisations required:

                    (i)       for the conduct of its business, trade and
                              ordinary activities generally where failure to
                              comply or failure to obtain and maintain, as the
                              case may be, is reasonably likely to have a
                              Material Adverse Effect; and

                    (ii)      to enable it to perform its obligations under the
                              Finance Documents; and

                    (iii)     will upon request provide to the Agent a copy of
                              such licences, consents, permits and
                              authorisations, and will operate its business in
                              accordance with all applicable rules, regulations
                              and codes of good practice;

          (g)       INTRA GROUP TRANSACTIONS: ensure all transactions between it
                    and other members of the Group, whether or not otherwise
                    permitted hereunder, shall be on arm's length commercial
                    terms;


                                       75

<PAGE>   83
        (h)     ENVIRONMENTAL COMPLIANCE: do all things necessary lawfully to
                comply with and to ensure compliance by all of its and their
                officers, employees and other persons with all Environmental
                Laws and Environmental Licences and promptly on:


               (i)    receipt of any communication alleging a breach of
                      Environmental Laws and/or Environmental Licences; and/or


               (ii)   becoming aware of any such breach or any claim relating to
                      Environmental Laws and/or Environmental Licences or to any
                      such breach;


               notify the Agent of that event and of the steps it is taking (and
               hereby agrees to take) to prevent, remove or mitigate that event;


        (i)    ENVIRONMENTAL INDEMNITY: indemnify the Finance Parties, any
               receiver appointed by the Security Trustee and their respective
               officers, employees and agents against all costs and reasonable
               expenses suffered or incurred by them (save in the case of such
               party's own gross negligence or wilful default) which arise as a
               result of :


               (i)    any actual or threatened breach of Environmental Law by
                      it;


               (ii)   any actual or threatened release or exposure to a
                      Dangerous Substance on, at or from the premises or
                      operations of any member of the Group; or


               (iii)  any actual or threatened claim referred to in (h) above;


        (j)     ENVIRONMENTAL PROTECTION ACT: where environmental harm in terms
                of the Environmental Protection Act 1990 (as amended by the
                Environment Act 1995) has been caused to any property belonging
                to any member of the Group over which the Security Agent has or
                will have a security interest pursuant to a Security Document,
                ensure that none of the Group is the "appropriate person" in
                terms of that Act who has caused or knowingly permitted that
                harm to occur and be aware both of the identity of the
                appropriate person and of that person's current financial
                condition;


        (k)     MAINTAIN INTELLECTUAL PROPERTY: preserve its Intellectual
                Property Rights and observe all covenants and stipulations
                affecting them where any failure to do so could have a Material
                Adverse Effect;


        (l)    KEYMAN INSURANCE: ensure that as soon as reasonably practicable
               and in any event by the date falling three months after Closing
               each Keyman Insurance is effective; and that thereafter each
               Keyman Insurance is maintained and nothing is done or omitted
               which would result in any such policy lapsing or not being
               renewed;


        (m)    DORMANT COMPANIES: procure that none of the companies listed in
               Part 2 of Schedule 16 ceases to be a Dormant Company, other than
               as a result of a liquidation of any such company which would not
               be an Event of Default, and do not acquire any assets which would
               make them a Material Company and do not assume any liabilities;


                                       76
<PAGE>   84


        (n)    ACCESS: on receipt of reasonable notice from the Agent permit the
               Agent and any person authorised by the Agent to have at all
               reasonable times during normal business hours access to its
               premises and account books and records to make extracts from and
               take copies of its accounting records and to discuss any matter
               with its management;


        (o)    MERGER DOCUMENTS: take all reasonable and practical steps to
               preserve and enforce its rights under any Merger Document unless
               it is agreed between the Parent and the Agent that it is not
               commercially prudent to do so;


        (p)    RE-DENOMINATION HEDGING: use all reasonable endeavours to enter
               into, within 7 Business Days of today's date, such arrangements
               designed to hedge against exchange rate exposure on
               re-denomination of Parent Series 1 Acquisition Term Facility,
               Canada Holdco Series 1 Acquisition Term Facility, Parent Series 2
               Acquisition Term Facility and Canada Holdco Series 2 Acquisition
               Term Facility as the Agent may reasonably request, and in any
               event enter into such arrangements within 14 Business Days of
               today's date;


        (q)    HEDGING: within one month of Closing enter into such arrangements
               as the Agent may reasonably require in order to hedge against the
               Group's exposure to fluctuation of interest rates (in respect of
               not less than 66% of the aggregate maximum principal amount of
               the Series 1 Term Facilities, the Series 2 Term Facilities and
               the Capital Expenditure Facility) and thereafter from time to
               time enter into such other or amended arrangements as the Agent
               may reasonably require for the same purposes;


        (r)    COMPLIANCE WITH LAWS: comply in all respects with all laws to
               which it may be subject, if failure to do so would have a
               Material Adverse Effect;


        (s)    INFORMATION: Promptly inform the Agent of any matter which may
               constitute a breach of any of the representations, warranties or
               conditions contained in the Merger Agreement and the exercise of
               any statutory appraisal rights with regard to the Tender Offer;


        (t)    ERISA:


               (i)    comply with all applicable provisions of ERISA and the
                      regulations and published interpretations thereunder with
                      respect to all Employee Benefit Plans;


               (ii)   not take any action or fail to take action the result of
                      which could be a liability to the PBGC or to a
                      Multiemployer Plan;


               (iii)  not participate in any prohibited transaction that could
                      result in any civil penalty under ERISA or tax under the
                      Code;


               (iv)   operate each Employee Benefit Plan in such a manner that
                      will not incur any tax liability under Section 4980B of
                      the Code or any liability to any qualified beneficiary as
                      defined in Section 4980B of the Code; and


                                       77
<PAGE>   85

               (v)    furnish to the Administrative Agent upon the
                      Administrative Agent's request such additional information
                      about any Employee Benefit Plan as may be reasonably
                      requested by the Administrative Agent.


22.1.4  The Parent undertakes to the Agent and the other Finance Parties that it
        shall procure the prompt (and in any event within seven Business Days of
        execution of the Merger Agreement) launch of the Tender Offer; the
        prompt commencement of the long form or short form (as appropriate)
        merger of US Newco and Target Company; and that all steps (including
        voting any Tender Offer Stock) will be taken with a view to obtaining
        stockholder approval of the Merger as soon as is reasonably practicable
        in all the circumstances.


22.1.5  The Parent shall use all reasonable endeavours to procure that on the
        day on which any Loan is made for the purpose specified in Clause
        3.1.2(b) the Agent shall have received the duly executed Second Stage
        Security; declaring that if the Parent has not delivered duly executed
        Second Stage Security pursuant to this Clause 22.1.5 by that date
        falling 90 days after Closing the Margin in respect of each Facility
        shall upon that date increase by seventy five basis points per annum
        (0.75%).


22.1.6  The Parent undertakes to the Agent and the other Finance Parties that it
        shall procure the completion of the Intra Group Transfer within 90 days
        of Closing.


22.1.7  The Parent undertakes to the Security Trustee and the other Finance
        Parties that it shall procure the execution and delivery to the Security
        Trustee as soon as reasonably practicable after completion of the Intra
        Group Transfer of the Third Stage Security.


22.1.8  The Parent undertakes to procure that within 90 days of Closing all
        required exemptions will be obtained from the Quebec Securities
        Commission in relation to the securities issued pursuant to Target's
        employee stock option plan to employees of Target or any Subsidiary
        resident in the province of Quebec (but for the avoidance of doubt
        excluding any additional exemptions as to re-sale of such securities
        other than following statutory hold periods and the like).


22.1.9  The Parent undertakes to procure the refinancing of the Target Group US
        Lender Indebtedness and the delivery to the Agent of:


        (a)    evidence that all Securities, guarantees and indemnities granted
               by any Target Group Company (subject to any Permitted Security
               Interests) have been discharged and that no Group Companies have
               granted any Securities, guarantees or indemnities other than
               Permitted Security Interests;


        (b)    US Pay-off Letter (in re Target Group US Lender Indebtedness);
               and


        (c)    UCC - 3 termination statements (in re Target Group US Lender
               Indebtedness),


        within 2 Business Days of the initial Utilisation of the Facilities.


22.1.10 The Parent undertakes to use all reasonable endeavours to procure
        release of the Letter of Credit issued by The Royal Bank of Canada in
        connection with the current


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<PAGE>   86

        litigation between Clintrials BioResearches Limited and Technilab Inc
        (whether by use of a Utilisation under the Working Capital Facility or
        otherwise).


22.2    NEGATIVE UNDERTAKINGS


22.2.1  The Parent undertakes it shall not, and it shall procure that, save with
        the prior written consent of the Agent, none of the Material Companies
        will:-


        (a)    NEGATIVE PLEDGE: create or permit to subsist (with the exception
               of any Permitted Security) any Security on the whole or any part
               of its present or future assets, property or revenue;


        (b)    FINANCIAL INDEBTEDNESS: incur or permit to subsist any Financial
               Indebtedness other than Permitted Financial Indebtedness;


        (c)    LOANS: make any loans or grant any credit to or for the benefit
               of any person other than:


               (i)    amounts of credit allowed by the relevant Material Company
                      in the normal course of its trading activities; or


               (ii)   loans made by one Obligor to another Obligor; or


               (iii)  loans made by a Group Company which is not an Obligor to
                      another such Group Company; or


               (iv)   loans made by a Group Company to its employees where such
                      loans do not, when aggregated with all such loans made by
                      all Group Companies, exceed L100,000 at any time; or


               (v)    any loan which constitutes Permitted Financial
                      Indebtedness; or


               (vi)   any loan falling within the terms of Clause 22.3.5;


               (vii)  loans not included in paragraphs (i) to (vi) above which
                      when aggregated with all such loans do not exceed
                      L100,000;


        (d)    CAPITAL EXPENDITURE: incur any Capital Expenditure in any
               Financial Year of the Parent in excess of that provided for in
               the Business Plan for that Financial Year or in excess of that
               provided for in the Operating Budget agreed pursuant to Clause
               20.1(c) provided that nothing in this Clause 22.1.2(d) shall
               prevent any amount of Capital Expenditure contemplated in a
               previous year's Operating Budget which was not in fact incurred
               in that year being permissable Capital Expenditure in the
               succeeding year;


        (e)    CHANGE OF BUSINESS: make or threaten to make any material change
               in the nature or scope of its business as presently conducted
               except as specified in the Business Plan;


        (f)    DISPOSALS: (whether by a single transaction or a member of
               related or unrelated transactions and whether at the same time or
               over a period of time) sell, transfer, lease or otherwise dispose
               of or cease to exercise direct control over all or any part of
               its undertaking, assets or revenues or any interest thereon or
               the right to receive or be paid the same or agree or


                                       79
<PAGE>   87

               attempt to do so, save that this restriction shall not apply to
               any Permitted Disposal;


        (g)    ACQUISITIONS: acquire or make any investment in any companies
               (other than in relation to the purchase of the Target Stock),
               joint ventures or partnerships or acquire any businesses (or
               interests therein) provided that any Group Company may:


               (i)    make two acquisitions of all (but not less than all) of
                      any company or business:


                      1)     whose business is clinical trial operations;


                      2)     which showed profits on its ordinary activities at
                             the date of its most recent audited financial
                             statements or its most recent financial statements
                             provided in the latter case that the Parent obtains
                             confirmation of the accuracy of such financial
                             statements from an internationally recognised firm
                             of accountants in their due diligence report
                             relating to the relevant acquisition;


                      3)     for which the total price paid if an acqusition by
                             a Ringfenced Group Member, when aggregated with any
                             previous acquisition by any Ringfenced Group
                             Member, does not exceed US$2,000,000 and if an
                             acquisition by a Clinical Group Member, when
                             aggregated with any previous acquisition by any
                             Clinical Group Member, does not exceed
                             USL5,000,000;


               (ii)   invest in any new joint venture or partnership provided
                      that the total investments pursuant to this Clause
                      22.2.1(g)(ii) during any financial year do not exceed a
                      maximum aggregate amount of L250,000 and the total
                      investments pursuant to this Clause 22.2.1(g)(ii) during
                      the Finance Period do not exceed a maximum aggregate
                      amount of L1,000,000; and


               (all of the above figures being inclusive of the costs and
               expenses incurred in making such acquisitions or investments)
               provided that no new Subsidiary may be acquired or incorporated
               for the purposes of improving the tax structure of the Group if
               such acquisition or incorporation would impair the security
               position of the Finance Parties and provided further that in the
               event that any Group Company purchases shares in a company which
               thereby becomes a Subsidiary, it shall procure that such
               Subsidiary promptly on being required (subject to the compliance
               with applicable laws) gives Full Group Security to the Security
               Trustee;


        (h)    CONSTITUTIONAL DOCUMENTS: amend or consent to the amendment of
               any provision of its memorandum or articles of association or
               equivalent constitutional documents in any way which is adverse
               to the interests of any Finance Party under the Finance
               Documents;


                                       80
<PAGE>   88

        (i)    MERGER: merge or consolidate with any other person other than an
               Obligor or pursuant to the Merger (unless pursuant to a
               reconstruction or amalgamation previously approved in writing by
               the Agent);


        (j)    SHARE ISSUES ETC: other than pursuant to a rights issue or in
               accordance with the Equity Documents issue any shares or
               otherwise amend its authorised or issued share capital or convene
               any meeting of any member of the Group for any such purpose;


        (k)    REDEMPTIONS: redeem, purchase or otherwise acquire for
               consideration any shares or warrants issued by it or set apart
               any sum for any such purpose or otherwise reduce its capital;


        (l)    FEES: other than as required or permitted under the Transaction
               Documents, pay any fees or commissions to any persons other than
               any fees payable by an Obligor on arm's length terms to third
               parties who have rendered service or advice to that Obligor
               required by that Obligor in the ordinary course of its business;


        (m)    DEALINGS WITH AFFILIATES:  enter into:


               (i)    any arrangement or contract with any of its Affiliates
                      unless such arrangement or contract is entered into on an
                      arm's length basis and is fair and equitable to such
                      member of the Group; or


               (ii)   any other transaction, arrangement or contract with any of
                      its Affiliates which would not be entered into by a
                      prudent person in the position of the member of the Group
                      concerned or which is on terms which are less favourable
                      to that member of the Group than those obtainable from any
                      person who is not one of such members' Affiliates;


        (n)    ACCOUNTING POLICIES: it will not adopt any accounting policy or
               change the consistency of application of its accounting
               principles from the Appropriate Accounting Principles unless:


                (i)   the revised policy and practice adopted from time to
                      time is in accordance with GAAP; and


               (ii)   provided that prior to any revised policy and practice
                      being adopted the Parent will notify the Agent thereof
                      and, if required by the Agent, will negotiate in good
                      faith with the Agent in order that the financial covenants
                      set out in Clause 21 may be amended as required by the
                      Agent in order for the Finance Parties to be able to make
                      the same judgements as to the financial performance of the
                      Group as they are able to under the present accounting
                      policy provided that if such negotiations are not
                      concluded to the satisfaction of the Agent within a period
                      of 30 days from the commencement of such negotiations the
                      Parent agrees that it will provide either financial
                      statements on the same basis as before or provide
                      financial statements containing a statement reconciling
                      the previous and the then current accounting policy in
                      order that the Finance Parties may


                                       81
<PAGE>   89

                      determine the financial condition of the Group having
                      regard to the terms of this Agreement;


        (o)    ACCOUNTING REFERENCE DATE: change its accounting reference date
               (or permit any of its Subsidiaries to do so) from 31 December or
               change its Auditors except to another firm of international
               repute and provided that such new Auditors have satisfied the
               Agent that they would be able to and would provide the
               information and documentation required of the Auditors under this
               Agreement;


        (p)    TAX RESIDENCE:  change its place of residence for tax purposes;


         (q)   SHAREHOLDER PAYMENTS: save to the extent permitted by the
               Interecreditor Deed, declare or pay, directly or indirectly, any
               Shareholder Payment other than in favour of an other Obligor
               which is a wholly owned Subsidiary of the Parent;


         (r)   BANK ACCOUNTS: open or maintain any account for banking purposes
               other than with the Working Capital Bank or any account with the
               Approved Financier;


         (s)   AMENDMENTS TO DOCUMENTS: amend or waive any provisions of the
               Merger Documents or the Equity Documents which have, or would be
               likely to have, an adverse effect on the interests of any Finance
               Party under the Finance Documents;


         (t)   OFF BALANCE SHEET FINANCE: enter into any off balance sheet
               financing;


         (u)   HEDGING: enter into any arrangements for the hedging of its
               exposure to floating interest rates other than in terms of the
               Hedging Agreements;


        (v)    PAYMENT OF INDEBTEDNESS:  repay, prepay or otherwise satisfy any
               indebtedness owed by it to any member of the Group other than an
               Obligor;


22.3    RINGFENCED UNDERTAKINGS


        The Parent undertakes to procure that (without prejudice to the terms of
        Clause 22.1.3(g)) save with the prior written consent of the Agent;


22.3.1  no asset title to which is held by a Ringfenced Group Member shall be
        sold or transferred to a Clinical Group Member other than for full value
        payable immediately and otherwise on arm's length commercial terms;


22.3.2  no liability of any Clinical Group Member shall pass or be transferred
        (howsoever) to any Ringfenced Group Member;


22.3.3  no Clinical Group Member (or any part of its business or undertaking)
        will be merged or integrated with any Ringfenced Group Member (or any
        part of its business or undertaking);


22.3.4  no Ringfenced Group Member will guarantee, assume (voluntarily or
        involuntarily) or grant any Security in respect of any liability (actual
        or contingent) of any Clinical Group Member;


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<PAGE>   90

22.3.5  no cash shall be transferred from or by any Ringfenced Group Member to
        any Clinical Group Member save for the amount of cash held in the
        Ringfenced Group at Drawdown Date up to a maximum amount of
        US$12,000,000;


22.3.6  no Clinical Group Member shall incur any Financial Indebtedness to any
        Ringfenced Group Member.


22.4    MERGER - RELATED UNDERTAKINGS


22.4.1  The Parent undertakes that it shall not and it shall procure that, save
        with the prior written consent of the Agent, US Newco will not:


        (a)    AMENDMENTS: amend or seek to amend any of the terms or conditions
               of the Tender Offer or the Merger Agreement (other than for the
               purposes of corrections of typographical or other immaterial
               errors) provided that the Parent shall retain the right to amend,
               without the consent of the Agent, the terms and conditions of the
               Tender Offer and the Merger Agreement as required by the US
               Securities and Exchange Commission or any governmental or
               regulatory authority or to comply with any applicable laws;


        (b)    WAIVERS: waive or seek to waive any conditions of the Tender
               Offer set out in Annex A to the Merger Agreement or the Merger
               Agreement;


        (c)    TERMINATE: terminate or seek to terminate the Merger Agreement
               after the Drawdown Date.


22.4.2  The Parent undertakes that:


        (a)    ANNOUNCEMENTS: all publicity material, press releases and
               announcements intended to be published in relation to the Tender
               Offer and/or Merger shall as soon as practicable prior to
               publication be furnished to the Agent, and where such material
               refers to the Agent or any party hereto other than a Group
               Company shall require to be approved by such party prior to such
               publication (such approval not to be unreasonably withheld or
               delayed);


        (b)    PROGRESS OF OFFER: the Parent will provide the Agent with all
               information in respect of progress of the Tender Offer and Merger
               which is material to the interests of the Finance Parties and
               will provide the Agent with any information and copies of
               professional advice received as the Agent may reasonably request;


        (c)    DISCLOSURE: the Parent will make full disclosure to the Agent in
               writing as soon as practicable of all information which comes to
               the attention of the Parent and which is material to the decision
               whether to waive any condition of the Tender Offer or which
               suggests that any condition of the Tender Offer will or may not
               be satisfied, or will or may require to be waived;


        (d)    PRICE: it will not do anything that will result in the US
               Securities and Exchange Commission requiring an increase in the
               Common Stock Price.


23      EVENTS OF DEFAULT


                                       83
<PAGE>   91

        Each of the events or circumstances set out in Clause 23 is an Event of
        Default, save that no event or circumstance relative to the Target Group
        which would otherwise constitute an Event of Default will do so prior to
        the Clean Up Date (provided that steps which are designed to remedy the
        relevant event or circumstance and which are satisfactory to the Agent
        (acting reasonably) are being taken) unless the relevant event or
        circumstance in the reasonable opinion of the Lenders could have a
        Material Adverse Effect.


23.1    NON-PAYMENT


        An Obligor fails to pay any amount of principal or interest payable by
        it under a Finance Document at the place and in the currency and funds
        in which it is expected to be payable on demand, if so payable, or on
        its due date or if such non-payment is caused by any technical
        malfunction in the banking system (as the same may be determined by the
        Agent or Lenders) within 3 Business Days after such demand or due date
        or fails to pay any other such amount within 3 Business Days of its due
        date; or


23.2    CERTAIN OBLIGATIONS


        If an Obligor fails to comply with any of the provisions of Clauses 21,
        22.1.3(p), 22.2.1(a), (b), (c), (d), (k), (q), (s), (u), 22.3, or 22.4
        of this agreement; or


23.3    OTHER OBLIGATIONS


        An Obligor fails to comply with any of the covenants or undertakings
        under any Finance Document (other than the obligations referred to in
        Clauses 23.1 and 23.2) and, if that breach is capable of remedy it is
        not remedied within ten Business Days after notice of that breach has
        been given by the Agent to the Parent; or


23.4    MISREPRESENTATION


        Any representation or warranty or statement by any Obligor in any
        Finance Document or in any notice or other document, certificate or
        statement delivered pursuant thereto or in connection therewith or
        repeated at any time in accordance with the terms thereof is or proves
        to have been incorrect in any material respect when made or when deemed
        to be repeated; or


23.5    CROSS DEFAULT


        Any Material Company defaults in the performance of any other agreement
        in respect of or relating to Financial Indebtedness in excess of, in
        aggregate L100,000, so as to accelerate or render capable of
        acceleration the due date of payment or repayment thereunder or any such
        Financial Indebtedness is not repaid or paid in full on the due date or
        repayment of any such Financial Indebtedness is due on demand and is not
        paid in full forthwith on such demand being made or any undrawn
        facilities are withdrawn by any creditor by reason of default or
        financial difficulties on the part of such Material Company; or


23.6    INABILITY TO PAY DEBTS


        Any Material Company is unable or admits its inability to pay its debts
        or otherwise suspends making payments to all or any class of its
        respective creditors or announces an intention to do so or begins
        negotiations with any creditor with a view


                                       84
<PAGE>   92

        to the general readjustment or rescheduling of all or any class of its
        Financial Indebtedness or proposes or enters into any composition or
        other arrangement for the benefits of its creditors generally or any
        class of creditors; or


23.7    LEGAL PROCESS


        Any distress, execution, arrestment, attachment, inhibition or other
        diligence or legal process affects any asset of any Material Company in
        respect of a liability in excess of L100,000 (or its equivalent), other
        than any such distress, execution, arrestment, attachment, inhibition or
        other diligence or legal process which is contested in good faith and is
        fully discharged within 14 Business Days; or


23.8    INSOLVENCY PROCEEDINGS


        Any person takes any action or any legal proceedings are started or
        other steps taken (including the presentation of a petition) for:


        (a)    any Material Company to be adjudicated or found insolvent;


        (b)    the winding up or dissolution of any Material Company other than:


               (i)    for the purpose of a solvent reconstruction or
                      amalgamation the terms of which have previously been
                      approved by the Agent in writing; or


               (ii)   a winding up petition which is proved to the satisfaction
                      of the Agent acting reasonably to be frivolous or
                      vexatious and which is discharged within 21 days of its
                      presentation and before it is advertised; or


        (c)    the appointment of a trustee, receiver, administrative receiver
               or similar office in respect of any Material Company or any of
               its assets; or


23.9    INSOLVENCY ORDER


        Any adjudicative, order or appointment is made under or in relation to
        any of the proceedings referred to in Clause 23.8; or


23.10   ADMINISTRATION


        An application is made to the court for an administration order under
        the Insolvency Act 1986 against any member of the Group; or


23.11   REPOSSESSION OF GOODS


        Any other creditor(s) repossess any goods in the possession of any
        member of the Group under any hire purchase, conditional sale, leasing,
        retention of title or similar agreement and such steps have a Material
        Adverse Effect on the business assets or financial condition of any
        Material Company; or


23.12   ANALOGOUS PROCEEDINGS


        Any condition, event or action is taken, occurs or exists under the laws
        of any other country or political subdivision thereof, to the
        jurisdiction of which any member of the Group or its respective assets
        or revenues is subject, which has a substantially


                                       85
<PAGE>   93

        equivalent effect to any of the conditions, events or acts mentioned in
        Clause 23.6 to 23.11 (inclusive); or


23.13   CHANGE OF CONTROL


        After the date of this Agreement, control (as defined in Clause 8.2.2)
        of the Parent passes without the consent of the Agent to any person, or
        persons acting either individually or in concert (other than the
        shareholders of the Parent as at the date of this Agreement)
        (disregarding for the purposes of this Clause 23.13 any sale by the
        Investors of up to 50% of the issued share capital of Parent in the
        context of any syndication by it); or


23.14   MANAGEMENT TEAM


        Save with the consent of the Finance Parties, any of the Management Team
        or a person who has replaced him under the provisions of this Clause
        23.14 ceases to be an employee (which shall be deemed to be the case if
        he dies or becomes permanently incapacitated or is unable to perform his
        executive functions for any other reason other than holiday or sickness
        not exceeding 60 days in any period of 120 days) and a replacement
        reasonably acceptable to the Finance Parties has not commenced
        employment with the Parent within 180 days of the date on which the
        relevant cessation occurred (which in the event of a deemed cessation
        through holiday or sickness shall occur on the 61st day); or


23.15   LITIGATION


        Any Material Company becomes subject to any litigation, arbitration or
        administrative, proceeding which in the reasonable opinion of the Agent
        is likely to be adversely determined and, if adversely determined, would
        have a Material Adverse Effect; or


23.16   SUBSIDIARIES


        Any Obligor (other than the Parent) ceases to be a wholly owned
        Subsidiary of the Parent on or after the first drawdown date save as
        permitted by this Agreement or with the prior written consent of the
        Agent;


23.17   INVALIDITY


        Any provision of this Agreement or the Security Documents which the
        Agent (acting reasonably) considers material is, or becomes for any
        reason, invalid or unenforceable; or


23.18   CHANGE IN NATURE OF BUSINESS


        Any Obligor changes the nature of its business, suspends, ceases or
        threatens to suspend or cease to carry on all or a substantial part of
        the present business and operations which it now conducts directly or
        indirectly, or any governmental authority expropriates or threatens to
        expropriate or nationalise all or a significant part of its assets and
        the result of any of the foregoing will, in the opinion of the Finance
        Parties have a Material Adverse Effect; or


                                       86
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23.19   LICENCES


        Any authorisation, approval, consent, licence, exemption, filing,
        registration or notarisation or other requirement necessary to enable
        any Obligor to perform its material obligations under any Finance
        Document to which it is a party is modified, revoked or withheld or does
        not remain in full force and effect and the same has a Material Adverse
        Effect; or


23.20   QUALIFIED ACCOUNTS


        The Parent's Auditors qualify their report to any audited financial
        statements of the Group in any way which is (in the opinion of the
        Agent) material in the context of the Facilities; or


23.21   INTER CREDITOR DEED


        Any party to the Inter Creditor Agreement (other than any Finance Party)
        fail to comply with its obligations under the Inter Creditor Agreement
        or the Inter Creditor Agreement ceases to be binding upon any such party
        for whatever reason and, as a result the position of the Finance Parties
        under the Finance Documents is materially prejudiced;


23.22   ERISA TERMINATION EVENT


        The occurrence of any of the following events if it has or in the
        reasonable opinion of the Agent is likely to have a Material Adverse
        Effect:


23.22.1 any Borrower, any Group Company or any ERISA Affiliate fails to make
        full payment when due of all amounts which, under the provisions of any
        Pension Plan or Section 412 of the Code, such Borrower, Subsidiary or
        ERISA Affiliate is required to pay as contributions thereto;


23.22.2 an accumulated funding deficiency in excess of $100,000 occurs or
        exists, whether or not waived, with respect to any Pension Plan;


23.22.3 a Termination Event; or


23.22.4 any Borrower, any Group Company or any ERISA Affiliate as employers
        under one or more Multiemployer Plan makes a complete or partial
        withdrawal from any such Multiemployer Plan and the plan sponsor of such
        Multiemployer Plans notifies such withdrawing employer that such
        employer has incurred a withdrawal liability requiring payments in an
        amount exceeding $100,000.


23.23   MATERIAL ADVERSE EFFECT


        Any adverse change in the business, prospects of financial condition of
        an Obligor occurs which, in the reasonable opinion of the Lenders could
        have a Material Adverse Effect.


23.24   ACCELERATION


        On and at any time after the occurrence of an Event of Default which is
        continuing the Agent may, and shall if so directed by the Majority
        Lenders, by notice to the Parent:


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        (a)    cancel the Total Commitments whereupon they shall immediately be
               cancelled;


        (b)    declare that all or part of the Loans, together with accrued
               interest, and all other amounts accrued under the Finance
               Documents be immediately due and payable, whereupon they shall
               become immediately due and payable;


        (c)    declare that all or part of the Loans be payable on demand,
               whereupon they shall immediately become payable on demand by the
               Agent on the instructions of the Majority Lenders; and/or


        (d)    declare that all or part of the Working Capital Facility (insofar
               as not already payable on demand) be repayable on demand
               whereupon it shall become immediately due and payable.


23.25   LIMITATION DURING AVAILABILITY PERIOD


        Prior to the end of the Availability Period, and subject to compliance
        by the relevant Group Companies with Clauses 3.3 and 3.4 unless a
        Primary Default has occurred (in the period prior to the Drawdown Date)
        no Finance Party shall:


        (a)    be entitled to exercise any right of rescission or other remedy
               (whether under the Finance Documents or the general law) or
               exercise any remedy under Clause 23.24; or


        (b)    refuse to make available any Parent Series 1 Acquisition Term
               Facility Loan, Parent Series 2 Acquisition Term Facility Loan,
               Canada Holdco Series 1 Acquisition Term Facility Loan or Canada
               Holdco Series 2 Acquisition Term Facility Loan.


24      CHANGES TO THE LENDERS


24.1    ASSIGNMENT AND TRANSFERS BY THE LENDERS


        A Lender, or any successor or assignee of such Lender, (in this capacity
        the "EXISTING LENDER") may at any time assign, novate or otherwise
        transfer all or any part of its rights or obligations under the Finance
        Documents (or any of them) to any Qualifying Lender (a "NEW LENDER").


24.2    OBLIGATIONS


        A transfer of obligations will only be effective if made in accordance
        with Clause 24.6 or if the New Lender has, prior to the transfer taking
        effect, confirmed in writing to the Agent (acting on behalf of all the
        other Lenders) and to the Parent that it undertakes to be bound by the
        terms of each of the Finance Documents as a Lender in form and substance
        satisfactory to the Agent and the Parent, in the case of the Parent not
        to be unreasonably withheld or delayed. On any such transfer being made,
        the Existing Lender will be relieved of its obligations to the extent
        that they are transferred to the Transferee.


24.3    PARENT UNDERTAKING


        The Parent will execute such documents and agreements as are necessary
        to effect a transfer of rights or obligations to a New Lender hereunder.


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24.4    LENDERS ABILITY TO SUB-CONTRACT


        Nothing in this Agreement will restrict the ability of a Lender to
        sub-contract any or all of its obligations under the Finance Documents
        (or any of them) if such Lender remains liable under this Agreement in
        relation to those obligations.


24.5    LIMITATION OF RESPONSIBILITY OF EXISTING LENDERS


24.5.1  Unless expressly agreed to the contrary, an Existing Lender makes no
        representation or warranty and assumes no responsibility to a New Lender
        for:


        (a)    the legality, validity, effectiveness, adequacy or enforceability
               of the Finance Documents or any other documents;


        (b)    the financial condition of any Obligor;


        (c)    the performance and observance by any Obligor of its obligations
               under the Finance Documents or any other documents; or


        (d)    the accuracy of any statements (whether written or oral) made in
               or in connection with any Finance Document or any other document,


        and any representations or warranties implied by law are excluded.


24.5.2  Each New Lender confirms to the Existing Lender and the other Finance
        Parties that it:


        (a)    has made (and shall continue to make) its own independent
               investigation and assessment of the financial condition and
               affairs of each Obligor and its related entities in connection
               with its participation in this Agreement and has not relied
               exclusively on any information provided to it by the Existing
               Lender in connection with any Finance Document; and


        (b)    will continue to make its own independent appraisal of the
               creditworthiness of each Obligor and its related entities whilst
               any amount is or may be outstanding under the Finance Documents
               or any Commitment is in force.


24.5.3  Nothing in any Finance Document obliges an Existing Lender to:


        (a)    accept a re-transfer from a New Lender of any of the rights and
               obligations assigned or transferred under this Clause 24; or


        (b)    support any losses directly or indirectly incurred by the New
               Lender by reason of the non-performance by any Obligor of its
               obligations under the Finance Documents or otherwise.


24.6    PROCEDURE FOR TRANSFER


24.6.1  Subject to the conditions set out in Clause 24.2 a transfer is effected
        in accordance with Clause 24.6.2 when the Agent executes an otherwise
        duly completed Transfer Certificate delivered to it by the Existing
        Lender and the New Lender. The Agent shall, as soon as reasonably
        practicable after receipt by it of a duly completed Transfer Certificate
        appearing on its face to comply with the terms of this


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        Agreement and delivered in accordance with the terms of this Agreement,
        execute that Transfer Certificate.


24.6.2  On the Transfer Date:


        (a)    to the extent that in the Transfer Certificate the Existing
               Lender seeks to transfer by novation its rights and obligations
               under the Finance Documents each of the Obligors and the Existing
               Lender shall be released from further obligations towards one
               another under the Finance Documents and their respective rights
               against one another shall be cancelled (being the "DISCHARGED
               RIGHTS AND OBLIGATIONS");


        (b)    each of the Obligors and the New Lender shall assume obligations
               towards one another and/or acquire rights against one another
               which differ from the Discharged Rights and Obligations only
               insofar as that Obligor and the New Lender have assumed and/or
               acquired the same in place of that Obligor and the Existing
               Lender;


        (c)    the Agent, the Arranger, the New Lender and other Lenders shall
               acquire the same rights and assume the same obligations between
               themselves as they would have acquired and assumed had the New
               Lender been an Original Lender with the rights and/or obligations
               acquired or assumed by it as a result of the transfer and to that
               extent the Agent, the Arranger and the Existing Lender shall each
               be released from further obligations to each other under this
               Agreement; and


        (d)    the New Lender shall become a Party as a "Lender".


24.7    DISCLOSURE OF INFORMATION


        Any Lender may disclose to any of its Affiliates and any other person:


        (a)    to (or through) whom that Lender assigns or transfers (or may
               potentially assign or transfer) all or any of its rights and
               obligations under this Agreement;


        (b)    with (or through) whom that Lender enters into (or may
               potentially enter into) any sub-participation in relation to, or
               any other transaction under which payments are to be made by
               reference to, this Agreement or any Obligor; or


        (c)    to whom, and to the extent that, information is required to be
               disclosed by any applicable law or regulation,


        any information about any Obligor, the Group and the Finance Documents
        as that Lender shall consider appropriate.


25      CHANGES TO THE OBLIGORS


25.1    ASSIGNATIONS AND TRANSFER BY OBLIGORS


        No Obligor may assign any of its rights or transfer any of its rights or
        obligations under the Finance Documents.


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25.2    ADDITIONAL BORROWERS


25.2.1  The Parent may request that any of its wholly owned Subsidiaries becomes
        an Additional Borrower. That Subsidiary shall become an Additional
        Borrower if:


        (a)    the Agent approve the addition of that Subsidiary;


        (b)    the Parent delivers to the Agent a duly completed and executed
               Accession Letter;


        (c)    the Parent confirms that no Default is continuing or would occur
               as a result of that Subsidiary becoming an Additional Borrower;
               and


        (d)    the Agent has received all the documents and other evidence
               listed in Part 2 of Schedule 3 in relation to that Additional
               Borrower, each in form and substance satisfactory to the Agent.


25.2.2  The Agent shall notify the Parent and the Lenders promptly upon being
        satisfied that it has received (in form and substance satisfactory to
        it) all the documents and other evidence listed in Part 2 of Schedule 3.


25.3    RESIGNATION OF A BORROWER


25.3.1  The Parent may request that a Borrower (other than the Parent) ceases to
        be a Borrower by delivering a Resignation Letter to the Agent.


25.3.2  The Agent shall accept a Resignation Letter and notify the Parent and
        the Lenders of its acceptance if:


        (a)    no Default is continuing or would result from the acceptance of
               the Resignation Letter (and the Parent has confirmed this is the
               case); and


        (b)    the Borrower is under no actual or contingent obligations as a
               Borrower under any Finance Documents,


        whereupon that company shall cease to be a Borrower and shall have no
        further rights or obligations under the Finance Documents.


25.4    ADDITIONAL GUARANTORS


25.4.1  The Parent may request that any of its Subsidiaries become an Additional
        Guarantor. That Subsidiary shall become an Additional Guarantor if:


        (a)    the Parent delivers a duly completed and executed Accession
               Letter to the Agent; and


        (b)    the Agent has received all the documents and other evidence
               listed in Part 2 of Schedule 3 in relation to that Additional
               Guarantor, each in form and substance satisfactory to the Agent.


25.4.2  The Agent shall notify the Parent and the Finance Parties promptly upon
        being satisfied that it has received (in form and substance satisfactory
        to it) all the documents and other evidence listed in Part 2 of Schedule
        3.


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25.5    REPETITION OF REPRESENTATIONS


        Delivery of an Accession Letter constitutes confirmation by the relevant
        Subsidiary that the Repeating Representations are true and correct in
        relation to it as at the date of delivery as if made by reference to the
        facts and circumstances then existing.


25.6    RESIGNATION OF A GUARANTOR


25.6.1  The Parent may request that a Guarantor (other than the Parent) ceases
        to be a Guarantor by delivering a Resignation Letter to the Agent.


25.6.2  The Agent shall accept a Resignation Letter and notify the Parent and
        the Finance Parties of its acceptance if:


        (a)    no Default is continuing or would result from the acceptance of
               the Resignation Letter (and the Parent has confirmed this is the
               case); and


        (b)    all the Finance Parties have consented to the Parent's request.


25.6.3  The Security Trustee shall thereafter execute and deliver a Deed of
        Release from the Guarantee to the former Guarantor.


26      SYNDICATION


26.1    OBLIGORS' UNDERTAKINGS


        The Obligors acknowledge that syndication of the Facilities will take
        place and undertake to take reasonable steps to assist and co-operate
        with the Agent in syndication by, among other things:


        (a)    co-operating with site visits by the Lenders and persons invited
               by the Agent and/or any Lender to participate in the Facilities
               (each such person, a "PROPOSED SYNDICATE LENDER");


        (b)    participating in presentations to the Proposed Syndicate Lenders
               concerning the Group Companies and their activities;


        (c)    using reasonable endeavours to obtain appropriate authorisations
               from the Auditors, other accountants, consultants and
               professional advisers to release for the benefit of the Proposed
               Syndicate Lenders any information addressed to any Finance Party;


        (d)    refraining from making any statement, announcement or publication
               or doing any act or thing which is designed to obstruct
               syndication in any way;


        (e)    providing the Proposed Syndicate Lenders with such information
               relating to the Group Companies and their activities as the
               Proposed Syndicate Lenders reasonably request;


        (f)    assisting the Agent and each Lender in the preparation and review
               of any information which the Agent and/or a Lender reasonably
               requires for the purposes of syndication;


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        (g)    passing on to the Agent any enquiries received by them from
               potential Lenders;


        (h)    agreeing to amendments to the Finance Documents of an
               administrative or technical nature or to correct typographical or
               clerical errors; and


        (i)    instructing (at its cost) such additional diligence as may be
               requested by the Agent, a Lender or a Proposed Syndicate Lender.


26.2    COSTS OF SYNDICATION


        All legal costs and expenses payable by the Agent or any other Finance
        Party in connection with any syndication will be reimbursed by the
        Parent to the Agent on demand by the Agent together with value added tax
        (if any).


27      ROLE OF THE AGENT, THE SECURITY TRUSTEE AND THE ARRANGER

27.1    APPOINTMENT OF THE AGENT


27.1.1  Each of the Arranger and the Lenders appoints the Agent to act as its
        agent under and in connection with the Finance Documents.


27.1.2  Each of the Arranger and the Lenders authorises the Agent to exercise
        the rights, powers, authorities and discretions specifically given to
        the Agent under or in connection with the Finance Documents together
        with any other incidental rights, powers, authorities and discretions.


27.2    DUTIES OF THE AGENT


27.2.1  The Agent shall promptly forward to a Party the original or a copy of
        any document which is delivered to the Agent for that Party by any other
        Party.


27.2.2  If the Agent receives notice from a Party referring to this Agreement,
        describing a Default and stating that the circumstance described is a
        Default, it shall promptly notify the other Finance Parties.


27.2.3  The Agent shall promptly notify the other Finance Parties of any Default
        arising under Clause 23.1.


27.2.4  The Agent's duties under the Finance Documents are solely mechanical and
        administrative in nature.


27.3    ROLE OF THE ARRANGER


        Except as specifically provided in the Finance Documents, the Arranger
        has no obligations of any kind to any other Party under or in connection
        with any Finance Document.


27.4    NO FIDUCIARY DUTIES


27.4.1  Nothing in this Agreement constitutes the Agent or the Arranger as a
        trustee or fiduciary of any other person.


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27.4.2  Neither the Agent nor the Arranger shall be bound to account to any
        Lender for any sum or the profit element of any sum received by it for
        its own account.


27.5    BUSINESS WITH THE GROUP


        The Agent and the Arranger may accept deposits from, lend money to and
        generally engage in any kind of banking or other business with any
        member of the Group.


27.6    RIGHTS AND DISCRETIONS OF THE AGENT


27.6.1  The Agent may rely on:


        (a)    any representation, notice or document believed by it to be
               genuine, correct and appropriately authorised; and


        (b)    any statement made by a director, authorised signatory or
               employee of any person regarding any matters which may reasonably
               be assumed to be within his knowledge or within his power to
               verify.


27.6.2  The Agent may assume (unless it has received notice to the contrary in
        its capacity as agent for the Lenders) that:


        (a)    no Default has occurred (unless it has actual knowledge of a
               Default arising under Clause 23.1);


        (b)    any right, power, authority or discretion vested in any Party or
               the Majority Lenders has not been exercised; and


        (c)    any notice or request made by the Parent (other than a
               Utilisation Request or Selection Notice) is made on behalf of and
               with the consent and knowledge of all the Obligors.


27.6.3  The Agent may engage, pay for and rely on the advice or services of any
        lawyers, accountants, surveyors or other experts.


27.6.4  The Agent may act in relation to the Finance Documents through its
        personnel and agents.


27.7    MAJORITY LENDERS' INSTRUCTIONS


27.7.1  Unless a contrary indication appears in a Finance Document, the Agent
        shall:


        (a)    act in accordance with any instructions given to it by the
               Majority Lenders (or, if so instructed by the Majority Lenders,
               refrain from acting or exercising any right, power, authority or
               discretion vested in it as Agent); and


        (b)    not be liable for any act (or omission) if it acts (or refrains
               from taking any action) in accordance with such an instruction of
               the Majority Lenders.


27.7.2  Unless a contrary indication appears in a Finance Document, any
        instructions given by the Majority Lenders will be binding on all the
        Lenders and the Arranger.


27.7.3  The Agent may refrain from acting in accordance with the instructions of
        the Majority Lenders (or, if appropriate, the Lenders) until it has
        received such security


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        as it may require for any cost, loss or liability (together with any
        associated VAT) which it may incur in complying with the instructions.


27.7.4  In the absence of instructions from the Majority Lenders, (or, if
        appropriate, the Lenders) the Agent may act (or refrain from taking
        action) as it considers to be in the best interest of the Lenders.


27.7.5  The Agent is not authorised to act on behalf of a Lender (without first
        obtaining that Lender's consent) in any legal or arbitration proceedings
        relating to any Finance Document.


27.8    RESPONSIBILITY FOR DOCUMENTATION


        Neither the Agent nor the Arranger:


        (a)    is responsible for the adequacy, accuracy and/or completeness of
               any information (whether oral or written) supplied by the Agent,
               the Arranger, an Obligor or any other person given in or in
               connection with any Finance Document; or


        (b)    is responsible for the legality, validity, effectiveness,
               adequacy or enforceability of any Finance Document or any other
               agreement, arrangement or document entered into, made or executed
               in anticipation of or in connection with any Finance Document.


27.9    EXCLUSION OF LIABILITY


27.9.1  Without limiting Clause 27.9.2, the Agent will not be liable for any
        action taken by it under or in connection with any Finance Document,
        unless directly caused by its gross negligence or wilful misconduct.


27.9.2  No Party may take any proceedings against any officer, employee or agent
        of the Agent in respect of any claim it might have against the Agent or
        in respect of any act or omission of any kind by that officer, employee
        or agent in relation to any Finance Document and any officer, employee
        or agent of the Agent may rely on this Clause.


27.9.3  The Agent will not be liable for any delay (or any related consequences)
        in crediting an account with an amount required under the Finance
        Documents to be paid by the Agent if the Agent has taken all necessary
        steps as soon as reasonably practicable to comply with the regulations
        or operating procedures of any recognised clearing or settlement system
        used by the Agent for that purpose.


27.10   LENDERS' INDEMNITY TO THE AGENT


        Each Lender shall (in proportion to its share of the Total Commitments
        or, if the Total Commitments are then zero, to its share of the Total
        Commitments immediately prior to their reduction to zero) indemnify the
        Agent, within three Business Days of demand, against any cost, loss or
        liability incurred by the Agent (otherwise than by reason of the Agent's
        gross negligence or wilful misconduct) in acting as Agent under the
        Finance Documents (unless the Agent has been reimbursed by an Obligor
        pursuant to a Finance Document).


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27.11   RESIGNATION OF THE AGENT


27.11.1 The Agent may resign and appoint one of its Affiliates acting through an
        office in the United Kingdom as successor by giving notice to the
        Lenders and the Parent.


27.11.2 Alternatively the Agent may resign by giving notice to the Lenders and
        the Parent, in which case the Majority Lenders (after consultation with
        the Parent) may appoint a successor Agent.


27.11.3 If the Majority Lenders have not appointed a successor Agent in
        accordance with Clause 27.11.2 within 30 days after notice of
        resignation was given, the Agent (after consultation with the Parent)
        may appoint a successor Agent (acting through an office in the United
        Kingdom).


27.11.4 The retiring Agent shall, at its own cost, make available to the
        successor Agent such documents and records and provide such assistance
        as the successor Agent may reasonably request for the purposes of
        performing its functions as Agent under the Finance Documents.


27.11.5 The Agent's resignation notice shall only take effect upon the
        appointment of a successor.


27.11.6 Upon the appointment of a successor, the retiring Agent shall be
        discharged from any further obligation in respect of the Finance
        Documents but shall remain entitled to the benefit of this Clause 27.
        Its successor and each of the other Parties shall have the same rights
        and obligations amongst themselves as they would have had if such
        successor had been an original Party.


27.11.7 After consultation with the Parent, the Majority Lenders may, by notice
        to the Agent, require it to resign in accordance with Clause 27.11.2. In
        this event, the Agent shall resign in accordance with Clause 27.11.2.


27.12   CONFIDENTIALITY


27.12.1 In acting as agent for the Finance Parties, the Agent shall be regarded
        as acting through its agency division which shall be treated as a
        separate entity from any other of its divisions or departments.


27.12.2 If information is received by another division or department of the
        Agent, it may be treated as confidential to that division or department
        and the Agent shall not be deemed to have notice of it.


27.12.3 Notwithstanding any other provision of any Finance Document to the
        contrary, neither the Agent nor the Arranger are obliged to disclose to
        any other person:


        (a)    any confidential information; or


        (b)    any other information if the disclosure would or might in its
               reasonable opinion constitute a breach of any law or a breach of
               a fiduciary duty.


27.13   RELATIONSHIP WITH THE FINANCE PARTIES


27.13.1 The Agent may treat each Finance Party as a Finance Party, entitled to
        payments under this Agreement and acting through its Facility Office
        unless it has received


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        not less than five Business Days prior notice from that Finance Party to
        the contrary in accordance with the terms of this Agreement.


27.13.2 Each Finance Party shall supply the Agent with any information required
        by the Agent in order to calculate the Mandatory Cost in accordance with
        Schedule 6.


27.14   CREDIT APPRAISAL BY THE FINANCE PARTIES


        Without affecting the responsibility of any Obligor for information
        supplied by it or on its behalf in connection with any Finance Document,
        each Finance Party confirms to the Agent and the Arranger that it has
        been, and will continue to be, solely responsible for making its own
        independent appraisal and investigation of all risks arising under or in
        connection with any Finance Document including but not limited to:


        (a)    the financial condition, status and nature of each member of the
               Group;


        (b)    the legality, validity, effectiveness, adequacy or enforceability
               of any Finance Document and any other agreement, arrangement or
               document entered into, made or executed in anticipation of, under
               or in connection with any Finance Document;


        (c)    whether that Finance Party has recourse, and the nature and
               extent of that recourse, against any Party or any of its
               respective assets under or in connection with any Finance
               Document, the transactions contemplated by the Finance Documents
               or any other agreement, arrangement or document entered into,
               made or executed in anticipation of, under or in connection with
               any Finance Document; and


        (d)    the adequacy, accuracy and/or completeness of the Information
               Memorandum and any other information provided by the Agent, any
               Party or by any other person under or in connection with any
               Finance Document, the transactions contemplated by the Finance
               Documents or any other agreement, arrangement or document entered
               into, made or executed in anticipation of, under or in connection
               with any Finance Document.


27.15   FINANCE PARTY'S TAX STATUS CONFIRMATION


        Each Finance Party confirms in favour of the Agent on the date of this
        Agreement or, in the case of a Lender which becomes a Party pursuant to
        a transfer or assignment, on the date on which the relevant transfer or
        assignment becomes effective that either:


        (a)    it is not resident for tax purposes in the United Kingdom and is
               beneficially entitled to its share of the Loan and associated
               interest; or


        (b)    it is a bank as defined for the purposes of section 349 of the
               Taxes Act and is beneficially entitled to its share of the Loan
               and associated interest,


        and each Finance Party shall promptly notify the Agent if there is any
        change in its position from that set out above.


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27.16   REFERENCE LENDERS


        If a Reference Lender (or, if a Reference Lender is not a Finance Party,
        the Finance Party of which it is an Affiliate) ceases to be a Finance
        Party, the Agent shall (in consultation with the Parent) appoint another
        Finance Party or an Affiliate of a Finance Party to replace that
        Reference Lender.


27.17   APPOINTMENT OF THE SECURITY TRUSTEE


27.17.1 Each Finance Party (except the Security Trustee) appoints the Security
        Trustee (which accepts such appointment) as its trustee to hold the
        Security Documents and all rights, powers and benefits, and the proceeds
        of realisation thereunder in trust for the benefit of the Finance
        Parties according to their respective entitlements under this Agreement
        and the other Finance Documents, with the right and power to exercise
        the rights, powers, authorities and discretions conferred on the
        Security Trustee under the Security Documents and the other Finance
        Documents, together with any other incidental rights, powers,
        authorities and discretions, as if it were beneficially entitled thereto
        in its own right.


27.17.2 The provisions of Clause 15.3, Clause 17 and Clauses 27.5 to 27.12
        (inclusive) and Clause 27.11 shall apply mutatis mutandis to the
        Security Trustee as if reference to the "Agent" were references also to
        the Security Trustee, except that the Security Trustee's resignation or
        removal shall not take effect until all necessary documents have been
        entered into to substitute its successor as holder of the Security
        Documents under the trust hereby constituted.


28      CONDUCT OF BUSINESS BY THE FINANCE PARTIES


        No provision of this Agreement will:


        (a)    interfere with the right of any Finance Party to arrange its
               affairs (tax or otherwise) in whatever manner it thinks fit;


        (b)    oblige any Finance Party to investigate or claim any credit,
               relief, remission or repayment available to it or the extent,
               order and manner of any claim; or


        (c)    oblige any Finance Party to disclose any information relating to
               its affairs (tax or otherwise) or any computations in respect of
               Tax.


29      SHARING AMONG THE LENDERS


29.1    PAYMENTS TO LENDERS


        If a Lender (a "RECOVERING LENDER") receives or recovers any amount from
        an Obligor other than in accordance with Clause 30 and applies that
        amount to a payment due under the Finance Documents then:


        (a)    the Recovering Lender shall, within three Business Days, notify
               details of the receipt or recovery, to the Agent;


        (b)    the Agent shall determine whether the receipt or recovery is in
               excess of the amount the Recovering Lender would have been paid
               had the receipt or recovery been received or made by the Agent
               and distributed in accordance with Clause 30, without taking
               account of any Tax which


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              would be imposed on the Agent in relation to the receipt,
              recovery or distribution; and


        (c)    the Recovering Lender shall, within three Business Days of demand
               by the Agent, pay to the Agent an amount (the "SHARING PAYMENT")
               equal to such receipt or recovery less any amount which the Agent
               determines may be retained by the Recovering Lender as its share
               of any payment to be made, in accordance with Clause 30.5.


29.2    REDISTRIBUTION OF PAYMENTS


        The Agent shall treat the Sharing Payment as if it had been paid by the
        relevant Obligor and distribute it between the Finance Parties (other
        than the Recovering Lender) in accordance with Clause 30.5.


29.3    RECOVERING LENDER'S RIGHTS


29.3.1  On a distribution by the Agent under Clause 29.2, the Recovering Lender
        will be subrogated to the rights of the Finance Parties which have
        shared in the redistribution.


29.3.2  If and to the extent that the Recovering Lender is not able to rely on
        its rights under paragraph (a) above, the relevant Obligor shall be
        liable to the Recovering Lender for a debt equal to the Sharing Payment
        which is immediately due and payable.


29.4    REVERSAL OF REDISTRIBUTION


        If any part of the Sharing Payment received or recovered by a Recovering
        Lender becomes repayable and is repaid by that Recovering Lender, then:


        (a)    each Lender which has received a share of the relevant Sharing
               Payment pursuant to Clause 29.2 shall, upon request of the Agent,
               pay to the Agent for account of that Recovering Lender an amount
               equal to its share of the Sharing Payment (together with an
               amount as is necessary to reimburse that Recovering Lender for
               its proportion of any interest on the Sharing Payment which that
               Recovering Lender is required to pay); and


        (b)    that Recovering Lender's rights of subrogation in respect of any
               reimbursement shall be cancelled and the relevant Obligor will be
               liable to the reimbursing Lender for the amount so reimbursed.


29.5    EXCEPTIONS


29.5.1  This Clause 29 shall not apply to the extent that the Recovering Lender
        would not, after making any payment pursuant to this Clause, have a
        valid and enforceable claim against the relevant Obligor.


29.5.2  A Recovering Lender is not obliged to share with any other Lender any
        amount which the Recovering Lender has received or recovered as a result
        of taking legal or arbitration proceedings, if:


        (a)    it notified the other Lenders of the legal or arbitration
               proceedings; and


        (b)    the other Lender had an opportunity to participate in those legal
               or arbitration proceedings but did not do so as soon as
               reasonably practicable


                                       99
<PAGE>   107

              having received notice or did not take separate legal or
              arbitration proceedings.


30      PAYMENT MECHANICS


30.1    PAYMENTS TO THE AGENT


30.1.1  On each date on which an Obligor or a Lender is required to make a
        payment under a Finance Document, that Obligor or Lender shall make the
        same available to the Agent (unless a contrary indication appears in a
        Finance Document) for value on the due date at the time and in such
        funds specified by the Agent as being customary at the time for
        settlement of transactions in the relevant currency in the place of
        payment.


30.1.2  Payment shall be made to such account in the principal financial centre
        of the country of that currency with such bank as the Agent specifies.


30.2    DISTRIBUTIONS BY THE AGENT


        Each payment received by the Agent under the Finance Documents for
        another Party shall, subject to Clause 30.3 and Clause 30.4 be made
        available by the Agent as soon as practicable after receipt to the Party
        entitled to receive payment in accordance with this Agreement (in the
        case of a Lender, for the account of its Facility Office), to such
        account as that Party may notify to the Agent by not less than five
        Business Days' notice with a bank in the principal financial centre of
        the country of that currency.


30.3    DISTRIBUTIONS TO AN OBLIGOR


        The Agent may (with the consent of the Obligor or in accordance with
        Clause 31) apply any amount received by it for that Obligor in or
        towards payment (on the date and in the currency and funds of receipt)
        of any amount due from that Obligor under the Finance Documents or in or
        towards purchase of any amount of any currency to be so applied.


30.4    CLAWBACK


30.4.1  Where a sum is to be paid to the Agent under the Finance Documents for
        another Party, the Agent is not obliged to pay that sum to that other
        Party (or to enter into or perform any related exchange contract) until
        it has been able to establish to its satisfaction that it has actually
        received that sum.


30.4.2  If the Agent pays an amount to another Party and it proves to be the
        case that the Agent had not actually received that amount, then the
        Party to whom that amount (or the proceeds of any related exchange
        contract) was paid by the Agent shall on demand refund the same to the
        Agent together with interest on that amount from the date of payment to
        the date of receipt by the Agent, calculated by the Agent to reflect its
        cost of funds.


30.5    PARTIAL PAYMENTS


30.5.1  If the Agent receives a payment that is insufficient to discharge all
        the amounts then due and payable by an Obligor under the Finance
        Documents, the Agent shall apply


                                      100
<PAGE>   108

        that payment towards the obligations of that Obligor under the Finance
        Documents in the following order:


        (a)    FIRST, in or towards payment pro rata of any unpaid fees, costs
               and expenses of the Agent under the Finance Documents;


        (b)    SECONDLY, in or towards payment pro rata of any accrued interest
               or commission due but unpaid under this Agreement;


        (c)    THIRDLY, in or towards payment pro rata of any principal due but
               unpaid under this Agreement; and


        (d)    FOURTHLY, in or towards payment pro rata of any other sum due but
               unpaid under the Finance Documents.


30.5.2  The Agent shall, if so directed by the Majority Lenders, vary the order
        set out in Clause 30.5.1.


30.5.3  Clauses 30.5.1 and 30.5.2 will override any appropriation made by an
        Obligor.


30.6    NO SET-OFF BY OBLIGORS


        All payments to be made by an Obligor under the Finance Documents shall
        be calculated and be made without (and free and clear of any deduction
        for) set-off or counterclaim.


30.7    BUSINESS DAYS


30.7.1  Any payment which is due to be made on a day that is not a Business Day
        shall be made on the next Business Day in the same calendar month (if
        there is one) or the preceding Business Day (if there is not).


30.7.2  During any extension of the due date for payment of any principal or an
        Unpaid Sum under this Agreement interest is payable on the principal at
        the rate payable on the original due date.


30.8    CURRENCY OF ACCOUNT


30.8.1  Subject to Clause 30.8.2 to 30.8.5, the relevant Base Currency is the
        currency of account and payment for any sum due from an Obligor under
        any Finance Document.


30.8.2  A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum
        shall be made in the currency in which that Loan or Unpaid Sum is
        denominated on its due date.


30.8.3  Each payment of interest shall be made in the currency in which the sum
        in respect of which the interest is payable was denominated when that
        interest accrued.


30.8.4  Each payment in respect of costs, expenses or Taxes shall be made in the
        currency in which the costs, expenses or Taxes are incurred.


30.8.5  Any amount expressed to be payable in a currency other than Sterling, US
        Dollars or Canadian Dollars shall be paid in that other currency.


                                      101
<PAGE>   109

30.9    CHANGE OF CURRENCY


30.9.1  Unless otherwise prohibited by law, if more than one currency or
        currency unit are at the same time recognised by the central bank of any
        country as the lawful currency of that country, then:


        (a)    any reference in the Finance Documents to, and any obligations
               arising under the Finance Documents in, the currency of that
               country shall be translated into, or paid in, the currency or
               currency unit of that country designated by the Agent (after
               consultation with the Parent); and


        (b)    any translation from one currency or currency unit to another
               shall be at the official rate of exchange recognised by the
               central bank for the conversion of that currency or currency unit
               into the other, rounded up or down by the Agent (acting
               reasonably).


30.9.2  If a change in any currency of a country occurs, this Agreement will, to
        the extent the Agent (acting reasonably and after consultation with the
        Parent) specifies to be necessary, be amended to comply with any
        generally accepted conventions and market practice in the Relevant
        Interbank Market and otherwise to reflect the change in currency.


31      SET-OFF


        A Finance Party may set off any matured obligation due from an Obligor
        under the Finance Documents (to the extent beneficially owned by that
        Finance Party) against any matured obligation owed by that Finance Party
        to that Obligor, regardless of the place of payment, booking branch or
        currency of either obligation. If the obligations are in different
        currencies, the Finance Party may convert either obligation at a market
        rate of exchange in its usual course of business for the purpose of the
        set-off.


32      NOTICES


32.1    COMMUNICATIONS IN WRITING


        Any communication to be made under or in connection with the Finance
        Documents shall be made in writing and, unless otherwise stated, may be
        made by fax or letter.


32.2    ADDRESSES


        The address and fax number (and the department or officer, if any, for
        whose attention the communication is to be made) of each Party for any
        communication or document to be made or delivered under or in connection
        with the Finance Documents is:


                                      102
<PAGE>   110

        (a)    in the case of the Parent:-


               Address:   Elphinstone Research Centre
                          Tranent
                          EH33 2NE

               Fax:       01875 613844

               Attention: Walter Nimmo


        (b)    in the case of the Agent:-


               Address:   245 Park Avenue
                          New York
                          NY10167

               Fax:       001 212 272 9804

               Attention: G and A Services


        (c)    in the case of the Security Trustee:-


               Address:   245 Park Avenue
                          New York
                          NY10167

               Fax:       001 212 272 9804


               Attention: G and A Services


        (d)    in the case of the Working Capital Bank:-


               Address:   245 Park Avenue
                          New York
                          NY10167

               Fax:       001 212 272 9804


               Attention: G and A Services


        (e)    in the case of each other Lender or any other Original Obligor,
               that notified in writing to the Agent from time to time,


        or any substitute address, fax number or department or officer as the
        Party may notify to the Agent (or the Agent may notify to the other
        Parties, if a change is made by the Agent) by not less than five
        Business Days' notice.


32.3    DELIVERY


32.3.1  Any communication or document made or delivered by one person to another
        under or in connection with the Finance Documents will only be
        effective:


        (a)    if by way of fax, when received in legible form; or


        (b)    if by way of letter, when it has been left at the relevant
               address or two Business Days after being deposited in the post
               first class postage prepaid in an envelope addressed to it at
               that address; or


                                      103
<PAGE>   111

        and, if a particular department or officer is specified as part of its
        address details provided under Clause 32.2, if addressed to that
        department or officer.


32.3.2  Any communication or document to be made or delivered to the Agent will
        be effective only when actually received by the Agent and then only if
        it is expressly marked for the attention of the department or officer
        specified as part of its address details provided under Clause 32.2.


32.3.3  All notices from or to an Obligor shall be sent through the Agent.


32.3.4  Any communication or document made or delivered to the Parent in
        accordance with this Clause will be deemed to have been made or
        delivered to each of the Obligors.


32.4    NOTIFICATION OF ADDRESS, FAX NUMBER AND TELEX NUMBER


        Promptly upon receipt of notification of an address, fax number and
        telex number or change of address, fax number or telex number pursuant
        to Clause 32.2 or changing its own address, fax number or telex number,
        the Agent shall notify the other Parties.


32.5    ENGLISH LANGUAGE


32.5.1  Any notice given under or in connection with any Finance Document must
        be in English.


32.5.2  All other documents provided under or in connection with any Finance
        Document must be:


        (a)    in English; or


        (b)    if not in English, and if so required by the Agent, accompanied
               by a certified English translation and, in this case, the English
               translation will prevail unless the document is a constitutional,
               statutory or other official document.


33      ANNOUNCEMENTS


        Without prejudice to Clause 22.2.1 the Arranger shall be entitled (at
        its own expense) to make any press release, tombstone, advertisement or
        other similar public announcement or otherwise publish any information
        relating to or concerning the Merger or the Facilities as it may wish
        (acting reasonably) provided that the Arranger shall obtain the consent
        of the Parent prior to making any such announcement.


34      CALCULATIONS AND CERTIFICATES


34.1    ACCOUNTS


        In any litigation or arbitration proceedings arising out of or in
        connection with a Finance Document, the entries made in the accounts
        maintained by a Finance Party are prima facie evidence of the matters to
        which they relate.


                                      104
<PAGE>   112

34.2    CERTIFICATES AND DETERMINATIONS


        Any certification or determination by a Finance Party of a rate or
        amount under any Finance Document is, in the absence of manifest error,
        conclusive evidence of the matters to which it relates.


34.3    DAY COUNT CONVENTION


        Any interest, commission or fee accruing under a Finance Document will
        accrue from day to day and is calculated on the basis of the actual
        number of days elapsed and a year of 365 days in respect of Sterling
        borrowings and 360 days in respect of US Dollars or Canadian Dollars or,
        in any case where the practice in the Relevant Interbank Market differs,
        in accordance with that market practice.


35      PARTIAL INVALIDITY


        If, at any time, any provision of the Finance Documents is or becomes
        illegal, invalid or unenforceable in any respect under any law of any
        jurisdiction, neither the legality, validity or enforceability of the
        remaining provisions nor the legality, validity or enforceability of
        such provision under the law of any other jurisdiction will in any way
        be affected or impaired.


36      REMEDIES AND WAIVERS


        No failure to exercise, nor any delay in exercising, on the part of any
        Finance Party, any right or remedy under the Finance Documents shall
        operate as a waiver, nor shall any single or partial exercise of any
        right or remedy prevent any further or other exercise or the exercise of
        any other right or remedy. The rights and remedies provided in this
        Agreement are cumulative and not exclusive of any rights or remedies
        provided by law.


37      AMENDMENTS AND WAIVERS


37.1    REQUIRED CONSENTS


37.1.1  Subject to Clause 37.2 any term of the Finance Documents may be amended
        or waived only with the consent of the Majority Lenders and the Obligors
        and any such amendment or waiver will be binding on all Parties.


37.1.2  The Agent may effect, on behalf of any Finance Party, any amendment or
        waiver permitted by this Clause.


37.2    EXCEPTIONS

37.2.1  An amendment or waiver that has the effect of changing or which relates
        to:


        (a)    the definition of "Majority Lenders" in Clause 1.1;


        (b)    an extension to the date of payment of any amount under the
               Finance Documents;


        (c)    a reduction in the Margin or the amount of any payment of
               principal, interest, fees or commission payable;


        (d)    an increase in Commitment;


                                      105
<PAGE>   113

        (e)    a change to the Borrowers or Guarantors other than in accordance
               with Clause 25;


        (f)    any provision which expressly requires the consent of all the
               Lenders; or


        (g)    Clause 2.2, Clause 24 or this Clause 37;


        shall not be made without the prior consent of all the Lenders.


37.2.2  An amendment or waiver which relates to the rights or obligations of the
        Agent or the Arranger may not be effected without the consent of the
        Agent or the Arranger.


38      GOVERNING LAW


        This Agreement is governed by English law.


39      ENFORCEMENT


39.1    JURISDICTION OF ENGLISH COURTS


39.1.1  The courts of England have exclusive jurisdiction to settle any dispute
        arising out of or in connection with this Agreement (including a dispute
        regarding the existence, validity or termination of this Agreement) (a
        "DISPUTE").


39.1.2  The Parties agree that the courts of England are the most appropriate
        and convenient courts to settle Disputes and accordingly no Party will
        argue to the contrary.


39.1.3  This Clause 39.1 is for the benefit of the Finance Parties only. As a
        result, no Finance Party shall be prevented from taking proceedings
        relating to a Dispute in any other courts with jurisdiction. To the
        extent allowed by law, the Finance Parties may take concurrent
        proceedings in any number of jurisdictions.


39.2    SERVICE OF PROCESS


        Without prejudice to any other mode of service allowed under any
        relevant law, each Obligor (other than an Obligor incorporated in
        England and Wales):


        (a)    irrevocably appoints the Parent as its agent to accept service on
               its behalf in relation to any proceedings before the English
               courts in connection with any Finance Document; and


        (b)    agrees that failure by such agent to notify the relevant Obligor
               of such server of proceedings will not invalidate the proceedings
               concerned.

THIS AGREEMENT HAS BEEN ENTERED INTO ON THE DATE STATED AT THE BEGINNING OF THIS
AGREEMENT.


                                      106
<PAGE>   114


                                   SCHEDULE 1

                              THE ORIGINAL OBLIGORS


 NAME OF ORIGINAL BORROWER  REGISTRATION NUMBER (OR   REGISTERED OFFICE
                              EQUIVALENT, IF ANY)      (OR EQUIVALENT)



Inveresk Research Group     198206                   Elphinstone
Limited                                              Research Centre,
                                                     Tranent, East
                                                     Lothian EH33 2NE

Canada Inc (now renamed     38444811                 1170 Peel Street,
Inveresk Research (Canada)                           Montreal, Quebec,
Inc)                                                 H3B 4S8




NAME OF ORIGINAL GUARANTOR  REGISTRATION NUMBER (OR   REGISTERED OFFICE
                              EQUIVALENT, IF ANY)      (OR EQUIVALENT)


Canada Inc (now renamed     38444811                 1170 Peel Street,
Inveresk Research (Canada)                           Montreal, Quebec,
Inc)                                                 H3B 4S8

Indigo Acquisition Corp                              1209 Orange
                                                     Street,
                                                     Wilmington,
                                                     Delaware

Inveresk Research Holdings  3662374                  Royal London
Limited                                              House, 22/25
                                                     Finsbury Square,
                                                     London EC2A  1DX

Inveresk Research           SC091725                 Elphinstone
International Limited                                Research Centre,
                                                     Tranent, East
                                                     Lothian EH33 2NE

Inveresk Clinical Research  SC109802                 Elphinstone
Limited                                              Research Centre,
                                                     Tranent, East
                                                     Lothian EH33 2NE


                                      107
<PAGE>   115


                                   SCHEDULE 2

                              THE ORIGINAL LENDERS





<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
NAME OF ORIGINAL LENDER                                        BEAR STEARNS
                                                                 CORPORATE
                                                                LENDING INC
--------------------------------------------------------------------------------
<S>                                                            <C>
Parent Series 1 Refinancing Term Facility Commitment               L20.5m
--------------------------------------------------------------------------------
Parent Series 2 Refinancing Term Facility Commitment                L5m
--------------------------------------------------------------------------------
Parent Series 1 Acquisition Term Facility Commitment              US$5.25m
--------------------------------------------------------------------------------
Parent Series 2 Acquisition Term Facility Commitment              US$2.5m
--------------------------------------------------------------------------------
Canada Holdco Series 1 Acquisition Term Facility Commitment       US$37.5m
--------------------------------------------------------------------------------
Canada Holdco Series 2 Acquisition Term Facility Commitment        US$10m
--------------------------------------------------------------------------------
Capital Expenditure Facility Commitment                            C$15.3m
--------------------------------------------------------------------------------
Working Capital Facility Commitment                                  L6m
--------------------------------------------------------------------------------
</TABLE>


                                      108
<PAGE>   116


                                   SCHEDULE 3

                              CONDITIONS PRECEDENT

                                     PART 1

                      CONDITIONS PRECEDENT TO INITIAL UTILISATION


1       ORIGINAL OBLIGORS


        (a)    A copy of the constitutional documents of each Original Obligor.


        (b)    A copy of a resolution of the board of directors of each Original
               Obligor:


               (i)    approving the terms of, and the transactions contemplated
                      by, the Finance Documents to which it is a party and
                      resolving that it execute the Finance Documents to which
                      it is a party;


               (ii)   authorising a specified person or persons to execute the
                      Finance Documents to which it is a party on its behalf;
                      and


               (iii)  authorising a specified person or persons, on its behalf,
                      to sign and/or despatch all documents and notices
                      (including, if relevant, any Utilisation Request and
                      Selection Notice) to be signed and/or despatched by it
                      under or in connection with the Finance Documents to which
                      it is a party.


        (c)    A specimen of the signature of each person authorised by the
               resolution referred to in paragraph (b) above.


        (d)    A certificate of the Parent (signed by a director) confirming
               that borrowing or guaranteeing, as appropriate, the Total
               Commitments would not cause any borrowing, guaranteeing or
               similar limit binding on any Original Obligor to be exceeded.


        (e)    A certificate of an authorised signatory of the relevant Original
               Obligor certifying that each copy document relating to it
               specified in this Part I of Schedule 3 is correct, complete and
               in full force and effect as at a date no earlier than the date of
               this Agreement.


2       LEGAL OPINIONS


        A legal opinion, in the agreed form, to the Lenders from US counsel for
        US Newco concerning the Tender Offer and Merger Agreement, and including
        without limitation opinions that:


        (a)    US Newco have the corporate power to enter into the Merger
               Documents;


        (b)    the execution and performance of the Merger Documents have been
               duly authorised by all requisite action of the board of directors
               and shareholders of US Newco;


        (c)    US Newco has duly executed and delivered the Merger Documents;


                                      109
<PAGE>   117


        (d)    the Merger Documents are valid and binding obligations of US
               Newco, enforceable in accordance with their terms, subject to
               customary exceptions;


        (e)    execution and performance of the Merger Documents will not
               violate any laws (including without limitation Regulations T, U,
               and X of the Board of Governors of the Federal Reserve System,
               the Investment Company Act of 1940 and the Public Utility Holding
               Company Act of 1935), any formation documents of US Newco or
               Parent, any Merger Document, or any material contract of US Newco
               or Parent, result in the creation of any lien or encumbrance on
               the property of US Newco or Parent, or violate any existing
               order, writ, injunction or decree of any court or governmental
               instrumentality;


        (f)    no consents, approvals, authorisations or orders are required to
               enter into the Merger Documents or take any action in connection
               with the consummation of the transactions required therein.


3       EQUITY DOCUMENTS


        (a)    Certified Copies of the Investment Agreement, Loan Stock
               Instrument and Articles of Association with evidence satisfactory
               to the Agent that the Articles have been adopted except for any
               conditions precedent relating to availability of the Facilities.


        (b)    Evidence that all shares to be issued on or prior to the Drawdown
               Date have been issued fully paid and that all subscription funds
               have been paid to, or to the order of, the Parent.


        (c)    Evidence that all monies to be advanced to the Parent in respect
               of the Loan Stock have been paid to, or to the order of, the
               company.


4       SECURITY


        (a)    UK:


               (i)    a first and only standard security over each Property;


               (ii)   a first and only debenture/bond and floating charge from
                      the Parent, Inveresk Research Holding Limited, Inveresk
                      Research International Limited and Inveresk Clinical
                      Research Limited,


               each in the agreed form;


        (b)    Canada:


               (i)    pledge by Canada Holdco in respect of its shareholding in
                      US Newco in the agreed form;


               (ii)   deed of hypothecation by Canada Holdco in the agreed form;


        (c)    US:


               (i)    US Newco security agreement in the agreed form;


                                      110
<PAGE>   118

               (ii)   Inveresk Research North America Inc security agreement in
                      the agreed form; and


               (iii)  pledge/charge by US Newco in respect of the Tender Offer
                      Stock in the agreed form;


        (d)    Intercreditor Agreement in the agreed form.


5       FINANCIAL INFORMATION


        (a)    The Accountant's Report (and the engagement letter in relation to
               it).


        (b)    The Business Plan.


        (c)    The most recent audited financial statements of each Target Group
               Company (other than the Dormant Companies or any Target Group
               Companies incorporated since that date) for the period to 31
               December 2000.


        (d)    The most recent Target Management Accounts for the period ended
               31 December 2000.


        (e)     Management Accounts for the period to 31 December 2000.


6       DUE DILIGENCE REPORTS


        (a)    The Insurance Report.


        (b)    The Legal Report.


        (c)    The Pensions Report.


        (d)    The Environmental Report.


        (e)    The Market Report.


        (f)    Canadian Report on Title.


7       MERGER


        A Certified Copy of the executed Merger Agreement and the Stockholders
        Agreement.


8       INSURANCE


        (a)    A duly certified full, complete and up to date schedule of all
               insurances maintained by each member of the Group, referring to
               the relevant policies.


        (b)    A certificate from a broker approved by the Agent that such
               policies are in full force and effect with premiums paid to date,
               and stating that all the assets of the Group as (and will,
               following Closing remain) insured in the manner specified in the
               Insurance Report.


                                      111
<PAGE>   119

9       US


        (a)    good standing certificates in re US incorporated Target Group
               Companies;


        (b)    lien searches against US incorporated Target Group Companies;


        (c)    a completed and executed Federal Reserve Form U-1.


10      MISCELLANEOUS


        A summary of the fees and expenses incurred in connection with the
        Acquisition.



                                      112
<PAGE>   120


                                     PART 2

         CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR


1       An Accession Letter, duly executed by the Additional Obligor and the
        Parent.


2       A copy of the constitutional documents of the Additional Obligor.


3       A copy of a resolution of the board of directors of the Additional
        Obligor:


        (a)    approving the terms of, and the transactions contemplated by, the
               Accession Letter and the Finance Documents and resolving that it
               execute the Accession Letter;


        (b)    authorising a specified person or persons to execute the
               Accession Letter on its behalf; and


        (c)    authorising a specified person or persons, on its behalf, to sign
               and/or despatch all other documents and notices (including, in
               relation to an Additional Borrower, any Utilisation Request or
               Selection Notice) to be signed and/or despatched by it under or
               in connection with the Finance Documents.


4       A specimen of the signature of each person authorised by the resolution
        referred to in paragraph 3 above.


5       A certificate of the Additional Obligor (signed by a director)
        confirming that borrowing or guaranteeing, as appropriate, the Total
        Commitments would not cause any borrowing, guaranteeing or similar limit
        binding on it to be exceeded.


6       A certificate of an authorised signatory of the Additional Obligor
        certifying that each copy document listed in this Part 2 of Schedule 3
        is correct, complete and in full force and effect as at a date no
        earlier than the date of the Accession Letter.


7       A copy of any other Authorisation or other document, opinion or
        assurance which the Agent considers to be necessary or desirable in
        connection with the entry into and performance of the transactions
        contemplated by the Accession Letter or for the validity and
        enforceability of any Finance Document.


8       If available, the latest audited financial statements of the Additional
        Obligor.


9       A legal opinion of McGrigor Donald, legal advisers to the Arranger and
        the Agent in Scotland and England.


10      If the Additional Obligor is incorporated in a jurisdiction other than
        Scotland or England and Wales, a legal opinion of the legal advisers to
        the Agent in the jurisdiction in which the Additional Obligor is
        incorporated.


11      If the proposed Additional Obligor is incorporated in a jurisdiction
        other than England and Wales or Scotland, evidence that the process
        agent specified in Clause 39.2, if not an Obligor, has accepted its
        appointment in relation to the proposed Additional Obligor.


                                      113
<PAGE>   121
                                   SCHEDULE 4
                               UTILISATION REQUEST
From:    [Borrower]
To:      [Agent]
Dated:

Dear Sirs
             INVERESK RESEARCH GROUP LIMITED - FACILITIES AGREEMENT
               DATED 22 FEBRUARY 2001 (THE "FACILITIES AGREEMENT")


1          We wish to borrow a Loan on the following terms:


<TABLE>
<S>                                                         <C>
           Proposed Utilisation Date:                       [   ] (or, if that is not a Business
                                                            Day, the next Business Day)

           Facility to be utilised:                         [Relevant Series 1 Term Facility/Series 2 Term
                                                            Facility/Capital Expenditure Facility]

           Amount:                                          [   ] or, if less, the Available Facility

           Interest Period:                                 [   ]
</TABLE>

2          We confirm that each condition specified in Clause 0 is satisfied on
           the date of this Utilisation Request.


3          The proceeds of this Loan should be credited to [account].


4          This Utilisation Request is irrevocable.


Yours faithfully

 .......................................
authorised signatory for
[name of relevant Borrower]


                                      114
<PAGE>   122
                                   SCHEDULE 5
                                SELECTION NOTICE
From:    [Borrower]
To:      [Agent]
Dated:

Dear Sirs
             INVERESK RESEARCH GROUP LIMITED - FACILITIES AGREEMENT
               DATED 22 FEBRUARY 2001 (THE "FACILITIES AGREEMENT")


1          We refer to the following [ ] Loan[s] with an Interest Period ending
           on [ ]


           [We request that the next Interest Period for the above
           [                        ] Loan[s] is [     ]].


2          This Selection Notice is irrevocable.


Yours faithfully


 .....................................
authorised signatory for
[the Parent on behalf of]
[name of relevant Borrower]


                                      115
<PAGE>   123
                                   SCHEDULE 6
                             MANDATORY COST FORMULA

1          The Mandatory Costs percentage rate is an addition to the interest
           rate on an Advance to compensate any Lender for the cost attributable
           to an Advance resulting from the imposition from time to time under
           or pursuant to the Lender of England Act 1998 (the "Act") and/or by
           the Lender of England and/or the Financial Services Authority (the
           "FSA") (or other United Kingdom governmental authorities or agencies)
           of a requirement to place non interest-bearing or Special Deposits
           (whether interest bearing or not) with the Lender of England and/or
           pay fees to the FSA calculated by reference to liabilities used to
           fund the Advance.


           The Mandatory Costs percentage rate will be the rate determined by
           the Agent to be equal to the arithmetic mean (rounded upwards if
           necessary to four decimal places) of the respective rates notified by
           each of the Reference Lenders to the Agent as the rate resulting from
           the application (as appropriate) of the following formulae:


           in relation to Sterling Advances:

                                XL+S(L-C)+Fx0.01
                                ----------------
                                   100-(X+S)

           in relation to other Advances:

                                     Fx0.01
                                     ------
                                      300

           where:


           X      is the percentage of the Eligible Liabilities (in excess of
                  any stated minimum) by reference to which such Reference
                  Lender is required under or pursuant to the Act to maintain
                  cash ratio deposits with the Lender of England.


           L      is the percentage rate at which sterling deposits for the
                  relevant period are offered by such Reference Lender to
                  leading banks in the London Interbank Market at or about 11.00
                  am on that day.


           F      is the rate of charge payable by such Reference Lender to the
                  FSA pursuant to paragraph 2.02 or 2.03 (as appropriate) of the
                  Fees Regulations (but where for this purpose, the figure at
                  paragraph 2.02b or 2.03b (as appropriate) shall be deemed to
                  be zero) and expressed in pounds per L1 million of the Fee
                  Base of the Reference Lender.


           S      is the level of interest-bearing Special Deposits, expressed
                  as a percentage of Eligible Liabilities, which such Reference
                  Lender is required to maintain by the Lender of England (or
                  other United Kingdom governmental authorities or agencies).


           C      is the percentage rate per annum payable by the Lender of
                  England to such Reference Lender on Special Deposits.


                                      116
<PAGE>   124
2          For the purposes of this Part of the Schedule:


           (a)       the terms "Eligible Liabilities" and "Special Deposits"
                     shall bear the meanings ascribed to them under or pursuant
                     to the Act or by the Lender of England (as may as
                     appropriate) on the day of application of the formula;


           (b)       Fee Base has the meaning ascribed to it for the purpose of,
                     and shall be calculated in accordance with, the Fees
                     Regulations;


           (c)       Fees Regulations means, as appropriate, either:


                     (i)        the Banking Supervision (Fees) Regulations 1999;
                                or


                     (ii)       such regulations as from time to time may be in
                                force,


                     relating to the payment of fees for banking supervision;


           (d)       the Mandatory Costs rate attributable to an Advance or
                     other sum for any period shall be calculated at or about
                     11.00 am (London time) on the first day of such period for
                     the duration of such period;


           (e)       if any Reference Lender fails to notify any such rate to
                     the Agent, the Mandatory Costs rate shall be determined on
                     the basis of the rate(s) notified to the Agent by the
                     remaining Reference Lender(s);


           (f)       the determination of the Mandatory Costs rate in relation
                     to any period shall, in the absence of manifest error, be
                     conclusive and binding on all parties hereto;


           (g)       X, L, S and C are to be expressed in the above formula as
                     numbers and not as percentages. A negative result obtained
                     from subtracting C from L should be counted as zero;


           (h)       if there is any change in circumstances (including the
                     imposition of alternative or additional requirements) which
                     in the reasonable opinion of the Agent renders or will
                     render either of the above formulae (or any element thereof
                     or any defined term used therein), inappropriate or
                     inapplicable, the Agent (following consultation with the
                     Parent and an Instructing Group) shall be entitled to vary
                     the same. Any such variation shall, in the absence of
                     manifest error, be conclusive and binding on all parties
                     and shall apply from the date specified in such notice;


           (i)       any reference to a provision of any statute, directive,
                     order or regulation herein is a reference to that provision
                     as amended or re-enacted from time to time;


           (j)       any reference to Lender or Reference Lender in this Part of
                     the Schedule shall be deemed to include a reference to any
                     holding company of such Lender or Reference Lender to the
                     extent to which such holding company incurs any Mandatory
                     Costs.


                                      117
<PAGE>   125
                                   SCHEDULE 7
                          FORM OF TRANSFER CERTIFICATES


To:      [            ] as Agent
From:    [The Existing Lender] (the "EXISTING LENDER") and [The New Lender]
         (the "NEW LENDER")
Dated:

             INVERESK RESEARCH GROUP LIMITED - FACILITIES AGREEMENT
               DATED 22 FEBRUARY 2001 (THE "FACILITIES AGREEMENT")


1          We refer to Clause 24.6:


           (a)       The Existing Lender and the New Lender agree to the
                     Existing Lender and the New Lender transferring by novation
                     all or part of the Existing Lender's Commitment, rights and
                     obligations referred to in the Schedule in accordance with
                     Clause 24.6.


           (b)       The proposed Transfer Date is [            ].


           (c)       The Facility Office and address, fax number and attention
                     details for notices of the New Lender for the purposes of
                     Clause 32.2 are set out in the Schedule.


2          The New Lender expressly acknowledges the limitations on the Existing
           Lender's obligations set out in paragraph (c) of Clause 24.5.


3          This Transfer Certificate is governed by English law.


4          Schedule of Commitment/rights and obligations to be transferred.


               COMMITMENT/RIGHTS AND OBLIGATIONS TO BE TRANSFERRED

                            [insert relevant details]
         [Facility Office address, fax number and attention details for
                   notices and account details for payments,]


<TABLE>
<S>                                                             <C>
           [Existing Lender]                                    [New Lender]
           By:..............................................    By:.............................................
                     Director/Authorised Signatory                         Director/Authorised Signatory
</TABLE>

           This Transfer Certificate is accepted by the Agent and the Transfer
           Date is confirmed as [ ].


           [Agent]


           By:.............................................
                    Director/Authorised Signatory


                                      118
<PAGE>   126
                                   SCHEDULE 8
                            FORM OF ACCESSION LETTER

To:      [        ] as Agent
From:    [Subsidiary] and [Parent]
Dated:
Dear Sirs
             INVERESK RESEARCH GROUP LIMITED - FACILITIES AGREEMENT
               DATED 22 FEBRUARY 2001 (THE "FACILITIES AGREEMENT")


1          [Subsidiary] agrees to become an Additional [Borrower]/[Guarantor]
           and to be bound by the terms of the Facilities Agreement as an
           Additional [Borrower]/[Guarantor] pursuant to
           [Clause 25.2]/[Clause 25.4] of the Facilities Agreement. [Subsidiary]
           is a company duly incorporated under the laws of [name of relevant
           jurisdiction].


2          [Subsidiary's] administrative details are as follows:


           Address:


           Fax No:


           Attention:


3          [The liability of [Subsidiary] as a Guarantor shall be limited to the
           greater of:-


3.1        the highest amount the payment of which by [Subsidiary] is permitted
           as determined as of the date hereof in accordance with section 123.66
           of the Companies Act (Quebec); and


3.2        the highest amount the payment of which by [Subsidiary] is permitted
           as determined as of the date of payment in accordance with section
           123.66 of the Companies Act (Quebec).] [NOTE: TO BE INCLUDED ONLY
           WHEN QUEBEC INCORPORATED GROUP MEMBER BECOMING ADDITIONAL GUARANTOR]


4          This letter is governed by English law.



           [This Guarantor Accession Letter is entered into by deed.]


           [Parent]                                  [Subsidiary]


                                      119
<PAGE>   127
                                   SCHEDULE 9
                           FORM OF RESIGNATION LETTER

To:      [       ] as Agent
From:    [resigning Obligor] and Parent
Dated:
Dear Sirs
             INVERESK RESEARCH GROUP LIMITED - FACILITIES AGREEMENT
               DATED 22 FEBRUARY 2001 (THE "FACILITIES AGREEMENT")


1          Pursuant to [Clause 25.3]/[Clause 25.6], we request that [resigning
           Obligor] be released from its obligations as a [Borrower]/[Guarantor]
           under the Facilities Agreement.


2          We confirm that:


           (a)       no Default is continuing or would result from the
                     acceptance of this request; and


           (b)       [[resigning Obligor] is under no actual or contingent
                     obligations as a Borrower under any Finance Documents]/[all
                     the Finance Parties have consented to the request that
                     [resigning Obligor] ceases to be a Guarantor].


3          This letter is governed by English law.

<TABLE>
<S>                                                          <C>
           For and on behalf of                              For and on behalf of
           [Parent]                                          [Subsidiary]


           By:........................................       By:.............................................
                      Director/Authorised Signatory                   Director/Authorised Signatory
</TABLE>

                                       120
<PAGE>   128
                                   SCHEDULE 10
                         FORM OF COMPLIANCE CERTIFICATE

To:      [       ] as Agent
From:    [Company]
Dated:
Dear Sirs

             INVERESK RESEARCH GROUP LIMITED - FACILITIES AGREEMENT
               DATED 22 FEBRUARY 2001 (THE "FACILITIES AGREEMENT")



1          We refer to the Facilities Agreement. This is a Compliance
           Certificate.


2          We confirm that:  [Insert details of covenants to be certified]


3          [We confirm that no Default is continuing.]*


Signed:      .....................                [.....................

               Director                           Director
               Of                                 of
               [Parent]                           [Parent]]

[insert applicable certification language]

 ............................
for and on behalf of
[name of auditors of the Parent]

----------
* If this statement cannot be made, the certificate should identify any Default
that is continuing and the steps, if any, being taken to remedy it.


                                      121
<PAGE>   129
                                   SCHEDULE 11
                                   TIMETABLES

<TABLE>
<CAPTION>
                            LOANS IN US$              LOANS IN L                LOANS IN C$
                            ------------              ----------                -----------
<S>                         <C>                       <C>                       <C>
Delivery of a duly          such time as the Agent    such time as the Agent    such time as the Agent
completed Utilisation       (acting reasonably) may   (acting reasonably) may   (acting reasonably) may
Request (Clause 4.1.1) or   specify*                  specify*                  specify*
a Selection Notice
(10.1.1)

Agent notifies Lenders of   such time as the Agent    such time as the Agent    such time as the Agent
the Loan in accordance      (acting reasonably) may   (acting reasonably) may   (acting reasonably) may
with clause 4.1.4.3         specify*                  specify*                  specify*
(Lenders' participation)

LIBOR is fixed              Quotation Day as of       Quotation Day as of       Quotation Day as of
                            11.00 am London time      11.00 am London time      11.00 am London time
</TABLE>

*    For the purposes of this Schedule 11 such time period may not in any
     circumstances exceed more than four Business Days.


                                      122
<PAGE>   130
                                   SCHEDULE 12
                           POST MERGER GROUP STRUCTURE


                                      123
<PAGE>   131
                                  [FLOW CHART]


                                      124
<PAGE>   132
                                   SCHEDULE 13
                            FORM OF GUARANTEE REQUEST

To:      [WORKING CAPITAL BANK]

From:    [BORROWER]

[date]


Dear Sirs,

INVERESK RESEARCH GROUP LIMITED - FACILITIES AGREEMENT DATED 22 FEBRUARY 2001
(THE "FACILITIES AGREEMENT")

Terms defined in the Facilities Agreement have the same meaning in this request.

We request a Bank Guarantee to be issued under the Working Capital Facility in
the form attached.


1          Issue Date:


2          Amount of Bank Guarantee;


3          Purpose of Bank Guarantee;


4          Expiry date of Bank Guarantee;

We confirm that today and on the Issue Date:


(a)      the representations in Clause 0 to be repeated are and will be correct;
         and


(b)      no Default has occurred and is continuing or will occur on the issue of
         the Bank Guarantee.


SIGNED



For and on behalf of
* [BORROWER]

(a company incorporated in [  ] under number [  ])


                                      125
<PAGE>   133
                                   SCHEDULE 14
                             CLINICAL GROUP MEMBERS


                                      126
<PAGE>   134
                                   SCHEDULE 15
                                KEY MAN INSURANCE

<TABLE>
<CAPTION>
MANAGEMENT TEAM MEMBER                    AMOUNT                      PERIOD
----------------------                    ------                      ------
<S>                                       <C>                         <C>
Stewart G Leslie                          L250,000                    3 years

Nick Thornton                             L500,000                    3 years
(or any replacement CEO)

Dr Walter S Nimmo                         L1,000,000                  3 years

Mike Ankcorn                              L500,000                    3 years

Paul Bancroft                             L250,000                    3 years

Dr Ian P Sword                            L500,000                    3 years
</TABLE>


                                      127
<PAGE>   135
                                   SCHEDULE 16
                            PART 1 MATERIAL COMPANIES


Inveresk Research Group Limited


Inveresk Research International Limited


Inveresk Clinical Research Limited


Inveresk Research Holdings Limited


Inveresk Research (North America) Inc


                                      128
<PAGE>   136
                                   SCHEDULE 16
                            PART 2 DORMANT COMPANIES



                                      129
<PAGE>   137
                                   SCHEDULE 16
                            PART 3 OVERSEAS COMPANIES

Inveresk Research (North America) Inc


Inveresk Research (Canada) Inc


Indigo Acquisition Corp.



                                      130
<PAGE>   138
                                   SIGNATORIES





INVERESK RESEARCH GROUP LIMITED


By Walter S Nimmo





INVERESK RESEARCH (CANADA) INC


By Walter S Nimmo





INDIGO ACQUISITION CORP


By Walter S Nimmo





INVERESK RESEARCH HOLDINGS LIMITED


By Walter S Nimmo





INVERESK RESEARCH INTERNATIONAL LIMITED


By Walter S Nimmo





INVERESK CLINICAL RESEARCH LIMITED


By Walter S Nimmo





BEAR STEARNS CORPORATE LENDING INC


By an authorised signatory


                                      131
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.D.1
<SEQUENCE>11
<FILENAME>y45952mex99-d_1.txt
<DESCRIPTION>AGREEMENT AND PLAN OF MERGER
<TEXT>

<PAGE>   1
                                                                  EXECUTION COPY





--------------------------------------------------------------------------------


                          AGREEMENT AND PLAN OF MERGER


                          DATED AS OF FEBRUARY 22, 2001

                                  BY AND AMONG


                        INVERESK RESEARCH GROUP LIMITED,

                            INDIGO ACQUISITION CORP.


                                       AND

                            CLINTRIALS RESEARCH INC.

--------------------------------------------------------------------------------




<PAGE>   2


ARTICLE I          THE OFFER...................................................2

       Section 1.1     The Offer...............................................2

       Section 1.2     Company Actions.........................................3

       Section 1.3     Stockholder Lists.......................................4

       Section 1.4     Directors; Section 14(f)................................4

       Section 1.5     Adjustment to Common Stock Price........................6

ARTICLE II         THE MERGER..................................................6

       Section 2.1     The Merger..............................................6

       Section 2.2     Effective Time of the Merger............................6

       Section 2.3     Effects of the Merger...................................6

       Section 2.4     Closing.................................................6

ARTICLE III        THE SURVIVING AND PARENT CORPORATIONS.......................7

       Section 3.1     Certificate of Incorporation............................7

       Section 3.2     Bylaws..................................................7

       Section 3.3     Directors...............................................7

       Section 3.4     Officers................................................7

ARTICLE IV         EFFECT OF THE MERGER ON THE STOCK OF THE CONSTITUENT
                   CORPORATIONS; SURRENDER OF CERTIFICATES.....................7

       Section 4.1     Conversion of Company Common Stock in the Merger........7

       Section 4.2     Conversion of Subsidiary Shares.........................8

       Section 4.3     Surrender and Exchange of Certificates..................8

       Section 4.4     Tax Withholding.........................................9

       Section 4.5     Closing of the Company's Transfer Books.................9

       Section 4.6     Option Plans; Restricted Stock..........................9

       Section 4.7     Dissenting Shares......................................10

       Section 4.8     Further Assurances.....................................10

ARTICLE V          REPRESENTATIONS AND WARRANTIES OF THE COMPANY..............10

       Section 5.1     Organization and Qualification.........................10

       Section 5.2     Capitalization.........................................11

       Section 5.3     Subsidiaries...........................................12

       Section 5.4     Authority; Non-Contravention; Approvals................12

       Section 5.5     Reports and Financial Statements.......................14

       Section 5.6     Absence of Undisclosed Liabilities; Affiliate
                       Transactions...........................................15

       Section 5.7     Absence of Certain Changes or Events...................15

       Section 5.8     Litigation.............................................15



                                       i
<PAGE>   3

       Section 5.9     Information Supplied...................................15

       Section 5.10    Compliance With Laws...................................16

       Section 5.11    Compliance with Agreements.............................16

       Section 5.12    Taxes..................................................16

       Section 5.13    Employee Benefit Plans; ERISA..........................19

       Section 5.14    Labor Controversies....................................21

       Section 5.15    Environmental Matters..................................21

       Section 5.16    Title to Assets........................................22

       Section 5.17    Intellectual Property; Software........................22

       Section 5.18    Brokers and Finders....................................23

       Section 5.19    Opinion of Company Financial Advisor...................23

       Section 5.20    Vote Required..........................................24

       Section 5.21    Insurance..............................................24

       Section 5.22    Contracts..............................................24

       Section 5.23    Significant Customers..................................25

ARTICLE VI         REPRESENTATIONS AND WARRANTIES OF PARENT AND SUBSIDIARY....25

       Section 6.1     Organization and Qualification.........................25

       Section 6.2     Authority; Non-Contravention; Approvals................25

       Section 6.3     Information Supplied...................................26

       Section 6.4     Financing..............................................26

       Section 6.5     Subsidiary.............................................27

       Section 6.6     Brokers and Finders....................................27

ARTICLE VII        COVENANTS OF THE PARTIES...................................27

       Section 7.1     Mutual Covenants.......................................27

       Section 7.2     Conduct of the Company's Business......................29

ARTICLE VIII       ADDITIONAL AGREEMENTS OF THE PARTIES.......................31

       Section 8.1     Access to Information..................................31

       Section 8.2     Acquisition Proposals..................................31

       Section 8.3     Expenses and Fees......................................33

       Section 8.4     Directors' and Officers' Indemnification...............33

       Section 8.5     Employee Benefits......................................34

       Section 8.6     Litigation.............................................34

       Section 8.7     Additional Securities Regulatory Matters...............35

       Section 8.8     2000 Form 10-K.........................................35



                                       ii
<PAGE>   4

ARTICLE IX         CONDITIONS.................................................35

       Section 9.1     Conditions to Each Party's Obligation to Effect
                       the Merger.............................................35

ARTICLE X          TERMINATION, AMENDMENT AND WAIVER..........................35

       Section 10.1    Termination............................................35

       Section 10.2    Effect of Termination..................................36

       Section 10.3    Amendment..............................................37

       Section 10.4    Extension; Waiver......................................37

ARTICLE XI         GENERAL PROVISIONS.........................................38

       Section 11.1    Non-Survival of Representations and Warranties.........38

       Section 11.2    Notices................................................38

       Section 11.4    Third Party Beneficiaries..............................39

       Section 11.5    Severability...........................................39

       Section 11.6    Assignment.............................................39

       Section 11.7    Enforcement............................................39

       Section 11.8    Counterparts...........................................39

       Section 11.9    Entire Agreement.......................................39


ACQUISITION PROPOSAL..................32    CONTRACT..........................24
AGREEMENT..............................1    DESIGNATED PLAN...................20
ANTITRUST DIVISION....................27    DGCL...............................3
BASIC PLAN............................20    DISSENTING SHARES.................10
CANADIAN PLANS........................20    DISSENTING STOCKHOLDER............10
CLOSING................................6    EFFECTIVE TIME.....................6
CLOSING DATE...........................6    ENVIRONMENT.......................22
CODE...................................9    ENVIRONMENTAL EVENT...............21
COMMON STOCK PRICE.....................1    ENVIRONMENTAL LAW.................21
COMPANY................................1    ERISA.............................21
COMPANY CERTIFICATES...................8    ERISA AFFILIATE...................21
COMPANY COMMON STOCK...................1    EXCHANGE ACT.......................2
COMPANY DISCLOSURE SCHEDULE...........10    FTC...............................27
COMPANY FINANCIAL ADVISOR..............4    GAAP..............................14
COMPANY FINANCIAL STATEMENTS..........14    GOVERNMENTAL AUTHORITY............13
COMPANY INTELLECTUAL PROPERTY RIGHTS..23    GROUP..............................3
COMPANY MATERIAL ADVERSE EFFECT.......11    HSR ACT...........................13
COMPANY PERMITS.......................16    INDEPENDENT DIRECTORS..............5
COMPANY PLAN..........................21    INITIAL EXPIRATION DATE............2
COMPANY PREFERRED STOCK...............11    LIENS.............................12
COMPANY REGULATORY APPROVALS..........13    MERGER.............................1
COMPANY SEC REPORTS...................14    MERGER FILING......................6
COMPANY STOCK PLANS....................9    MINIMUM CONDITION..................1
COMPANY STOCKHOLDERS' APPROVAL........24    NASDAQ............................13
COMPANY SUBSIDIARY....................12    OFFER..............................1
CONFIDENTIALITY AGREEMENT.............31    OFFER DOCUMENTS....................3


                                       iii
<PAGE>   5



OPTION PAYMENT.........................9    STOCK RIGHTS......................11
OPTIONS................................9    STOCKHOLDER AGREEMENT..............1
OUTSIDE DATE..........................36    STOCKHOLDERS MEETING..............28
PARENT.................................1    SUBSIDIARY........................12
PARENT REPRESENTATIVES................31    SUBSIDIARY.........................1
PARENT REQUIRED STATUTORY APPROVALS...26    SUBSIDIARY COMMON STOCK............8
PAYING AGENT...........................8    SUPERIOR PROPOSAL.................33
PENSION PLAN..........................21    SURVIVING CORPORATION..............6
PROXY STATEMENT.......................29    TAX RETURN........................19
RELEASE...............................22    TAXES.............................18
SCHEDULE 14D9..........................4    TOP HAT PLAN......................20
SCHEDULE TO............................3    VIOLATION.........................16
SEC....................................2    WELFARE PLAN......................21
SECURITIES ACT........................12


                                       iv
<PAGE>   6

                          AGREEMENT AND PLAN OF MERGER

         THIS AGREEMENT AND PLAN OF MERGER, dated as of February 22, 2001 (this
"AGREEMENT"), is made and entered into by and among Inveresk Research Group
Limited, a corporation incorporated under the laws of Scotland ("PARENT"),
Indigo Acquisition Corp., a Delaware corporation and an indirectly wholly-owned
subsidiary of Parent ("SUBSIDIARY"), and ClinTrials Research Inc., a Delaware
corporation (the "COMPANY").

                                   BACKGROUND

         WHEREAS, the Boards of Directors of Parent, Subsidiary and the Company
have approved the acquisition of the Company by Parent upon the terms and
subject to the conditions set forth in this Agreement;

         WHEREAS, in furtherance of such acquisition, Parent, Subsidiary and the
Company have agreed that, upon the terms and subject to the conditions set forth
in this Agreement, Subsidiary shall commence an offer (as amended or
supplemented in accordance with this Agreement, the "OFFER") to purchase for
cash all of the issued and outstanding shares of common stock, par value $0.01
per share, of the Company (the "COMPANY COMMON STOCK"), at a price per share of
$6.00, net to the seller in cash (such price, or such other price per share as
may be paid in the Offer, the "COMMON STOCK PRICE");

         WHEREAS, the boards of directors of Parent, Subsidiary and the Company
have each approved this Agreement and the merger of Subsidiary with and into the
Company (the "MERGER"), upon the terms and subject to the conditions set forth
in this Agreement, whereby each share of Company Common Stock issued and
outstanding immediately prior to the Effective Time (as defined in Section 2.2),
other than shares of Company Common Stock owned directly or indirectly by
Parent, Subsidiary or the Company and Dissenting Shares (as defined in Section
4.7), will be converted into the right to receive the Common Stock Price;

         WHEREAS, the Board of Directors of the Company has resolved to
recommend that the holders of shares of Company Common Stock tender their shares
pursuant to the Offer and has approved, adopted and declared advisable this
Agreement and the Merger; and

         WHEREAS, concurrently with the execution and delivery of this Agreement
and as a condition and inducement to Parent's and Subsidiary's willingness to
enter into this Agreement, Parent, Subsidiary and certain stockholders of the
Company have entered into an agreement (the "STOCKHOLDER AGREEMENT") pursuant to
which those stockholders have agreed to tender their shares of Company Common
Stock in response to the Offer and to vote their shares of Company Common Stock
in favor of the Merger and against any competing transaction, subject to the
terms and conditions set forth therein; and

         WHEREAS, Parent, Subsidiary and the Company desire to make certain
representations, warranties, covenants and agreements in connection with the
Offer and the Merger;

         NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements contained herein, the
parties hereto, intending to be legally bound, agree as follows:


<PAGE>   7

                                   ARTICLE I

                                    THE OFFER

         Section 1.1     THE OFFER.

         (a) Subject to the provisions of this Agreement, and provided that this
Agreement shall not have been terminated in accordance with Section 10.1 and so
long as none of the events or circumstances set forth in Annex A hereto shall
have occurred and be continuing, not later than the seventh business day
following the date of public announcement of the execution of this Agreement,
Parent shall cause Subsidiary to commence (within the meaning of Rule 14d-2
under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), the
Offer at a price equal to the Common Stock Price for each share of Company
Common Stock. The obligations of Subsidiary to consummate the Offer, to accept
for payment and to pay for any shares of Company Common Stock tendered pursuant
to the Offer and not withdrawn prior to the expiration of the Offer shall be
subject solely to those conditions set forth in ANNEX A. It is agreed that the
conditions to the Offer set forth on ANNEX A are solely for the benefit of
Subsidiary and may be asserted only by Subsidiary and Subsidiary expressly
reserves the right, in its sole discretion, to waive any such condition;
PROVIDED, HOWEVER, that without the prior written consent of the Company,
Subsidiary shall not waive the Minimum Condition (as defined in ANNEX A). The
initial expiration date of the Offer (the "INITIAL EXPIRATION DATE") shall be
the 20th business day following the commencement of the Offer (within the
meaning of Rule 14d-2 under the Exchange Act).

         (b) Subsidiary expressly reserves the right, in its sole discretion, to
modify and make changes to the terms and conditions of the Offer; PROVIDED,
HOWEVER, that without the prior written consent of the Company, no modification
or change may be made which (i) decreases the Common Stock Price (except as
permitted by Section 1.5); (ii) changes the form of consideration payable in the
Offer (other than by adding consideration); (iii) changes the Minimum Condition;
(iv) limits the number of shares of Company Common Stock sought pursuant to the
Offer; (v) changes the material conditions to the Offer in a manner adverse to
the holders of the Company Common Stock; or (vi) imposes additional material
conditions to the Offer. Notwithstanding the foregoing, Subsidiary may, without
the consent of the Company, (i) extend and re-extend the Offer on one or more
occasions for such period as may be determined by Subsidiary in its sole
discretion (each such extension period not to exceed 20 business days at a
time), if at the then-scheduled expiration date of the Offer any of the
conditions to Subsidiary's obligations to accept for payment and pay for shares
of Company Common Stock shall not be satisfied or waived; (ii) extend and
re-extend the Offer for any period required by any rule, regulation,
interpretation or position of the Securities and Exchange Commission (the "SEC")
or the staff thereof applicable to the Offer; and (iii) extend and re-extend the
Offer on one or more occasions for an aggregate period of not more than 15
business days if the Minimum Condition has been satisfied but less than 90% of
the outstanding Company Common Stock (on a fully diluted basis) has been validly
tendered and not properly withdrawn as of the Initial Expiration Date; provided,
however, that from and after any extension pursuant to this clause (iii),
Subsidiary shall be deemed to have waived the conditions to the Offer set forth
in ANNEX A, other than the Minimum Condition and except insofar as the
conditions relate to or are based upon (x) the illegality of the consummation of
the Offer or the Merger; (y) breach by the Company of any covenant contained in
this Agreement; or (z) failure of any representation or warranty made by the
Company in this Agreement to be true and correct as of the date of this
Agreement. Notwithstanding the foregoing, if requested by the Company,
Subsidiary shall, and Parent agrees to cause Subsidiary to, extend the Offer on
one or more occasions (but in no event beyond the Outside Date (as defined in
Section 10.1(b))) if at the then-scheduled expiration date of the Offer any of
the conditions to Subsidiary's obligations to accept for payment and pay for
shares of Company Common Stock shall not be satisfied or waived and all such
conditions are reasonably capable of being satisfied. Subject to the terms and
the conditions of the Offer and this Agreement, as soon as practicable after
expiration of the


                                       2
<PAGE>   8


Offer, Subsidiary shall accept for payment and pay for, and Parent shall cause
Subsidiary to accept for payment and pay for, all shares of Company Common Stock
validly tendered and not withdrawn pursuant to the Offer. Parent shall provide
or cause to be provided to Subsidiary the funds necessary to pay for such shares
of Company Common Stock on a timely basis. Notwithstanding the foregoing,
Subsidiary may in its sole discretion elect to provide for a subsequent offering
period pursuant to, and on the terms required by, Rule 14d-11 under the Exchange
Act.

         (c) On the date of commencement of the Offer, Parent and Subsidiary
shall file with the SEC with respect to the Offer a Tender Offer Statement on
Schedule TO (together with all amendments and supplements thereto and including
all exhibits thereto, the "SCHEDULE TO") which will comply in all material
respects with the provisions of the Exchange Act and the rules and regulations
thereunder and other applicable United States federal securities laws, and will
contain the offer to purchase relating to the Offer and forms of the related
letter of transmittal and summary advertisement (such Schedule TO and the
documents included therein pursuant to which the Offer shall be made, together
with any supplements or amendments thereto and including the exhibits thereto,
are referred to herein collectively as the "OFFER DOCUMENTS"). Parent shall
deliver copies of the proposed forms of the Offer Documents to the Company in
advance of the commencement of the Offer for review and comment by the Company
and its counsel prior to the commencement of the Offer. To the extent reasonably
practicable under the circumstances, the Company and its counsel shall be given
a reasonable opportunity to review any amendments and supplements to the initial
Offer Documents prior to their filing with the SEC or dissemination to the
Company's stockholders. Parent shall advise the Company and its counsel of any
comments that Subsidiary, Parent or their counsel may receive from the SEC or
its staff with respect to the Offer Documents promptly after the receipt thereof
and shall provide copies of any comments that are provided by the SEC or its
staff in writing. Each of the Company, Parent and Subsidiary shall promptly
correct any information provided by it for use in the Offer Documents that shall
have become false or misleading in any material respect and Parent and
Subsidiary further agree to take all steps necessary to cause the Schedule TO as
so corrected to be filed with the SEC and the other Offer Documents as so
corrected to be disseminated to the stockholders of the Company, in each case,
as and to the extent required by applicable United States federal securities
laws.

         Section 1.2     COMPANY ACTIONS.

         (a) The Company hereby approves of and consents to the Offer and
represents and warrants that (i) its Board of Directors, at a meeting duly
called and held on February 22, 2001, has duly and unanimously adopted
resolutions declaring the advisability of this Agreement and approving the
Offer, the Merger, this Agreement and the transactions contemplated hereby,
determining that the terms of the Offer and the Merger are fair to, and in the
best interests of, the Company's stockholders and recommending that the
Company's Stockholders accept the Offer and tender their respective shares of
Company Common Stock to Subsidiary and, if required, adopt this Agreement and
approve the Merger and the other transactions contemplated hereby; and (ii) the
Company has approved the execution, delivery and performance of the Stockholder
Agreement and has taken all necessary action to ensure that the restrictions
contained in Section 203 of the Delaware General Corporation Law (the "DGCL")
applicable to an "interested stockholder" or a "business combination" (as
defined in Section 203 of the DGCL) will not apply to the Stockholder Agreement,
the Offer, the Merger, this Agreement or the transactions contemplated hereby or
thereby. Subject to Sections 7.1(d) and 8.2(b), the Company hereby consents to
the inclusion in the Offer Documents of the recommendations of the Company's
Board of Directors described in this Section 1.2(a). The Company has been
advised by each of the directors and executive officers listed on SCHEDULE 1.2
that such person intends to tender all shares of Company Common Stock owned by
such person pursuant to the Offer.


                                       3
<PAGE>   9

         (b) The Company shall file with the SEC on the date of the commencement
of the Offer a Solicitation/Recommendation Statement on Schedule 14D-9 (together
with all amendments and supplements thereto and including the exhibits thereto,
the "SCHEDULE 14D-9"), which shall comply in all material respects with the
provisions of the Exchange Act and the rules and regulations thereunder and
other applicable United States federal securities laws, and, subject to Sections
7.1(d) and 8.2(b), will contain the recommendations of the Company's Board of
Directors referred to in subsection (a) above, and shall disseminate the
Schedule 14D-9 to the Company's stockholders. The Company shall deliver the
proposed forms of the Schedule 14D-9 to Parent and its counsel as far in advance
of the commencement of the Offer as is reasonably practicable under the
circumstances for review and comment by Parent and its counsel. Parent and its
counsel shall be given a reasonable opportunity to review and comment on any
amendments and supplements to the Schedule 14D-9 prior to their filing with the
SEC or dissemination to the Company's stockholders. The Company shall provide
Parent and its counsel in writing any comments that the Company or its counsel
may receive from the SEC or its staff with respect to the Schedule 14D-9
promptly after receipt thereof. Each of the Company, Parent and Subsidiary shall
promptly correct any information provided by it for use in the Schedule 14D-9
that shall have become false or misleading in any material respect and the
Company further agrees to take all steps necessary to cause such Schedule 14D-9
as so corrected to be filed with the SEC and disseminated to the Company's
stockholders, as and to the extent required by applicable United States federal
securities laws.

         (c) ING Barings LLC (the "COMPANY FINANCIAL ADVISOR") has rendered to
the Company's Board of Directors its opinion to the effect that, as of the date
of this Agreement, the Common Stock Price to be received pursuant to the Offer
and the Merger by the holders of Company Common Stock is fair, from a financial
point of view, to such holders (other than Parent and its affiliates). The
Company has been informed that the Company Financial Advisor will permit the
inclusion of the opinion in its entirety and, subject to prior review and
consent by the Company Financial Advisor, a reference to the opinion, in the
Schedule 14D-9 and the Proxy Statement (as defined in Section 7.1(d)).

         Section 1.3     STOCKHOLDER LISTS. In connection with the Offer, the
Company shall promptly furnish to, or cause to be furnished to, Parent and
Subsidiary mailing labels, security position listings, a list of non-objecting
beneficial owners and any available listing or computer file containing the
names and addresses of the record holders of the shares of Company Common Stock
as of a recent date and of those persons becoming record holders subsequent to
such date (to the extent available), together with all other relevant
information in the Company's possession or control regarding the beneficial
owners of shares of Company Common Stock and shall furnish Parent and Subsidiary
with such additional information and assistance as Parent, Subsidiary or their
respective agents may reasonably request in communicating the Offer to the
record and beneficial holders of shares of Company Common Stock. Subject to the
requirements of applicable law, and except for such steps as are necessary to
disseminate the Offer Documents and any other documents necessary to consummate
the Offer and the Merger (including, without limitation, the solicitation of
stockholder votes), Parent and Subsidiary shall, and shall cause each of their
agents to, hold the information contained in any of such labels and lists in
confidence, use such information only in connection with the Offer and the
Merger, and, if this Agreement is terminated, will, upon request, deliver, and
will use their reasonable efforts to cause their agents to deliver to the
Company or destroy, all copies of such information or extracts therefrom then in
their possession or under their control.

         Section 1.4     DIRECTORS; SECTION 14(f).

         (a) Effective upon the acceptance for payment of and payment for shares
of Company Common Stock by Subsidiary or any of its affiliates pursuant to the
Offer, Parent shall be entitled to designate such number of directors of the
Board of Directors as determined by Parent, rounded up to the next whole number,
for election or appointment to the Board of Directors of the Company as will
give



                                       4
<PAGE>   10

Parent, subject to compliance with Section 14(f) of the Exchange Act,
representation on the Board of Directors of the Company equal to the product of
(i) the total number of directors on the Board of Directors of the Company and
(ii) the percentage that the number of shares of Company Common Stock
beneficially owned by Subsidiary and Parent (including shares of Company Common
Stock so accepted for payment and purchased) bears to the number of shares of
Company Common Stock then outstanding. In furtherance thereof, concurrently with
such acceptance for payment and payment for such shares of Company Common Stock
the Company shall, upon request of Parent or Subsidiary and in compliance with
Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder,
promptly take all action necessary to cause such designees of Parent and
Subsidiary to be so elected or appointed to the Company's Board of Directors,
including seeking and accepting resignations of incumbent directors, and,
subject to applicable law, the Company shall cause such designees of Parent and
Subsidiary to be so elected or appointed. At such time, the Company shall, if
requested by Parent or Subsidiary and subject to applicable law, cause persons
designated by Parent and Subsidiary to constitute at least the same percentage
(rounded up to the next whole number) as is on the Company's Board of Directors
of (i) each committee of the Company's Board of Directors; (ii) each board of
directors (or similar body) of each subsidiary of the Company; and (iii) each
committee (or similar body) of each such board. Subject to applicable law, the
Company shall promptly take all action reasonably requested by Parent in order
to effect any such election or appointment, including mailing to its
stockholders the information required by Section 14(f) of the Exchange Act and
Rule 14(f)-1 promulgated thereunder as part of the Schedule 14D-9 initially
filed with the SEC and distributed to the stockholders of the Company (or, at
Parent's request, furnishing such information to Parent for inclusion in the
Offer Documents initially filed with the SEC and distributed to the stockholders
of the Company) as is necessary to enable Subsidiary's designees to be elected
to the Company's Board of Directors; provided, however, that Parent and
Subsidiary shall be solely responsible for providing information regarding
Parent and Subsidiary, their nominees, and their affiliates for inclusion in any
such filing or filings.

         (b) Notwithstanding the foregoing, (i) the Company shall use its best
efforts to ensure that, if Parent's and Subsidiary's designees are elected to
the Board of Directors of the Company, such Board of Directors shall have, at
all times prior to the Effective Time (as defined in Section 2.2), at least two
directors (chosen by the existing directors to continue serving in such
capacity) who are directors on the date of this Agreement and who are not
officers or affiliates of the Company (it being understood that for purposes of
this sentence, a director of the Company shall not be deemed an affiliate of the
Company solely as a result of his status as a director of the Company), Parent
or any of their respective subsidiaries (the "INDEPENDENT DIRECTORS"); (ii) if
the number of Independent Directors shall be reduced below two for any reason
whatsoever, the remaining Independent Director may designate a person to fill
such vacancy who is not an officer, employee or affiliate of the Company,
Parent, or any of their respective subsidiaries and such person shall be deemed
to be an Independent Director for purposes of this Agreement; and (iii) if no
Independent Directors then remain, the other directors may designate two persons
to fill such vacancies who shall not be officers or affiliates of the Company,
Parent or any of their respective subsidiaries, and such persons shall be deemed
to be Independent Directors for purposes of this Agreement.

         (c) Prior to the Effective Time and from and after the time that
Parent's and Subsidiary's designees constitute a majority of the Company's Board
of Directors, if applicable, (i) any amendment or any termination of this
Agreement by the Company; (ii) any extension of time for performance of any of
the obligations of Parent or Subsidiary pursuant to this Agreement for which the
Company's consent or approval is required; (iii) any amendment to the Company's
Certificate of Incorporation or Bylaws; (iv) any extension of time for
performance or waiver of compliance with any covenant of Parent or Subsidiary or
any condition to any obligation of the Company or of any of the Company's rights
under this Agreement; (v) any amendment or withdrawal by the Company's Board of
Directors of its recommendation of the Merger pursuant to Section 7.1(d); and
(vi) the removal or replacement of the



                                       5
<PAGE>   11

Independent Directors may be effected only by the action of a majority of the
Independent Directors, which action shall be deemed to constitute the action of
the full Board of Directors of the Company (and any committee specifically
designated by the Board of Directors of the Company) to approve the actions
contemplated hereby and no other action on the part of the Company, including
any action by any other director of the Company shall be required for such
authorization; PROVIDED, HOWEVER, that, if there shall be no Independent
Directors, such actions may be effected by majority vote of the entire Board of
Directors of the Company.

         Section 1.5     ADJUSTMENT TO COMMON STOCK PRICE. If, following the
date of this Agreement, (i) the Company shall split, combine or reclassify any
shares of Company Common Stock, or declare or pay any dividend or other
distribution or (ii) the Company shall have outstanding a number of shares of
Company Common Stock in excess of the number represented in Section 5.2 to be
issued and outstanding plus the number of shares permitted to be issued pursuant
to the express provisions of this Agreement; then, in any such event, and in
addition to any other rights and remedies that may be available to it, Parent
and Subsidiary may (but need not) proportionately adjust the Common Stock Price
to reflect that change.

                                   ARTICLE II

                                   THE MERGER

         Section 2.1     THE MERGER. Subject to the terms and conditions of this
Agreement, at the Effective Time (as defined in Section 2.2), in accordance with
this Agreement and the DGCL, Subsidiary shall be merged with and into the
Company and the separate existence of Subsidiary shall thereupon cease. The
Company in its capacity as the surviving corporation in the Merger is sometimes
referred to in this Agreement as the "SURVIVING CORPORATION."

         Section 2.2     EFFECTIVE TIME OF THE MERGER. The Merger shall become
effective at the time (such time, the "EFFECTIVE TIME") of the filing of a
certificate of merger (in such form as required by and executed in accordance
with the relevant provisions of the DGCL) with the Secretary of State of the
State of Delaware in accordance with the DGCL (the "MERGER FILING"). The Merger
Filing shall be made simultaneously with or as soon as practicable following the
Closing (as defined in Section 2.4).

         Section 2.3     EFFECTS OF THE MERGER. The Merger shall have the
effects set forth in the applicable provisions of the DGCL. Without limiting the
generality of the foregoing, at the Effective Time, except as otherwise provided
in this Agreement, all the property, rights, privileges, powers and franchises,
and all and every other interest, of Subsidiary and the Company shall vest in
the Surviving Corporation, and all debts, liabilities and duties of Subsidiary
and the Company shall become the debts, liabilities and duties of the Surviving
Corporation.

         Section 2.4     CLOSING. Subject to the satisfaction or waiver of the
conditions to the obligations of the parties to effect the Merger set forth
herein, the consummation of the Merger (the "CLOSING") will take place as
promptly as practicable, but in no event later than 10:00 a.m. on the fifth
business day following the satisfaction or waiver of all the conditions (other
than conditions which by their nature are to be satisfied at Closing, but
subject to the satisfaction or waiver of those conditions) to the obligations of
the parties to effect the Merger set forth herein (the "CLOSING DATE"), at the
offices of Clifford Chance Rogers & Wells LLP, 200 Park Avenue, New York, New
York, unless another time, date or place is agreed to by the parties hereto in
writing.


                                       6
<PAGE>   12

                                  ARTICLE III

                      THE SURVIVING AND PARENT CORPORATIONS

         Section 3.1     CERTIFICATE OF INCORPORATION. The Certificate of
Incorporation of the Company as in effect immediately prior to the Effective
Time shall be the Certificate of Incorporation of the Surviving Corporation
after the Effective Time until thereafter amended in accordance with its terms
and the DGCL.

         Section 3.2     BYLAWS. The Bylaws of Subsidiary as in effect
immediately prior to the Effective Time shall be the Bylaws of the Surviving
Corporation after the Effective Time and (subject to Section 8.4(a) hereof)
thereafter may be amended in accordance with their terms and as provided by the
Certificate of Incorporation of the Surviving Corporation and the DGCL.

         Section 3.3     DIRECTORS. From and after the Effective Time, the
directors of the Surviving Corporation shall be those individuals appointed by
Parent in its capacity as sole stockholder of the Surviving Corporation and
shall serve in accordance with the certificate of incorporation and bylaws of
the Surviving Corporation until their respective successors are duly elected or
appointed and qualified or until their earlier death, resignation or removal.

         Section 3.4     OFFICERS. From and after the Effective Time, the
officers of the Surviving Corporation shall be those individuals appointed by
the Board of Directors of the Surviving Corporation which has been appointed by
Parent in its capacity as sole stockholder of the Surviving Corporation and such
officers shall serve in accordance with the bylaws of the Surviving Corporation
until their respective successors are duly elected or appointed and qualified or
until their earlier death, resignation or removal.

                                   ARTICLE IV

       EFFECT OF THE MERGER ON THE STOCK OF THE CONSTITUENT CORPORATIONS;
                            SURRENDER OF CERTIFICATES

         Section 4.1     CONVERSION OF COMPANY COMMON STOCK IN THE MERGER. At
the Effective Time, by virtue of the Merger and without any action on the part
of any holder of any capital stock of Parent, Subsidiary or the Company:

         (a) each share of Company Common Stock issued and outstanding
immediately prior to the Effective Time (other than shares canceled pursuant to
Section 4.1(b) and any Dissenting Shares (as defined in Section 4.7)) shall be
converted into the right to receive the Common Stock Price, payable to the
holder thereof, in each case without interest, less any required withholding
taxes, upon surrender of the certificate formerly representing such share of the
Company Common Stock and such other documents as reasonably may be required in
accordance with Section 4.3. All such shares of Company Common Stock, when so
converted, no longer shall be outstanding and automatically shall be cancelled
and retired and shall cease to exist, and each holder of a certificate
representing any such shares of Company Common Stock shall cease to have any
rights with respect thereto, except the right to receive the Common Stock Price
per share therefor, without interest, upon the surrender of such certificate in
accordance with Section 4.3 or to perfect any rights of appraisal as a holder of
Dissenting Shares that such holder may have pursuant to the DGCL; and

         (b) each share of capital stock of the Company, if any, owned by Parent
or Subsidiary or held in treasury by the Company or any subsidiary of the
Company immediately prior to the Effective Time automatically shall be canceled
and retired and shall cease to exist and no cash or other consideration shall be
delivered or deliverable in exchange therefor.


                                       7
<PAGE>   13

         Section 4.2     CONVERSION OF SUBSIDIARY SHARES. At the Effective Time,
by virtue of the Merger and without any action on the part of Parent as the sole
stockholder of Subsidiary, each issued and outstanding share of common stock,
par value $0.01 per share, of Subsidiary ("SUBSIDIARY COMMON STOCK") that is
issued and outstanding prior to the Effective Time shall be converted into and
become one fully paid and nonassessable share of common stock, par value $0.01
per share, of the Surviving Corporation.

         Section 4.3     SURRENDER AND EXCHANGE OF CERTIFICATES.

         (a) Prior to the Effective Time, Parent shall designate a bank or trust
company reasonably acceptable to the Company to act as paying agent in the
Merger (the "PAYING AGENT"), and prior to the Effective Time, Parent shall
deposit, or cause the Surviving Corporation to deposit with the Paying Agent,
cash in the amount necessary for the payment of the aggregate merger
consideration as provided in Section 4.1 upon surrender of certificates formerly
representing shares of Company Common Stock in the manner provided in Section
4.3(b). Funds made available to the Paying Agent shall be invested by the Paying
Agent as directed by Parent (it being understood that any and all interest or
income earned on funds deposited with the Paying Agent pursuant to this
Agreement shall be turned over to Parent).

         (b) Promptly after the Effective Time, Parent shall cause the Paying
Agent to mail to each holder of record of a certificate or certificates that
immediately prior to the Effective Time represented outstanding shares of
Company Common Stock (the "COMPANY CERTIFICATES") whose shares were converted
into the right to receive the Common Stock Price pursuant to Section 4.1 (i) a
letter of transmittal which shall specify that delivery shall be effected, and
risk of loss and title to the Company Certificates shall pass, only upon actual
delivery of the Company Certificates to the Paying Agent and shall be in such
form and have such other provisions as Parent may reasonably specify, and (ii)
instructions for use in effecting the surrender of the Company Certificates in
exchange for the Common Stock Price. Upon surrender of Company Certificates for
cancellation to the Paying Agent, together with a duly executed letter of
transmittal and such other documents as the Paying Agent shall reasonably
require, the holder of such Company Certificates shall be entitled to receive in
exchange therefor the Common Stock Price for each share of Company Common Stock
formerly represented thereby, in accordance with Section 4.1(a), and the Company
Certificates so surrendered shall be canceled. In the event of a transfer of
ownership of shares of Company Common Stock that is not registered in the
transfer records of the Company, a check representing the proper amount of
merger consideration may be issued to a transferee if the Company Certificate
representing such shares of Company Common Stock is presented to the Paying
Agent accompanied by all documents and endorsements reasonably required to
evidence and effect such transfer and by evidence that any applicable stock
transfer taxes have been paid. Until surrendered as provided in this Section
4.3, each Company Certificate shall be deemed at any time after the Effective
Time to represent only the right to receive upon such surrender the Common Stock
Price for each share of Company Common Stock represented thereby. No interest
will be paid or accrue on any amounts payable upon surrender of any Company
Certificate.

         (c) Promptly following the date which is six months after the Effective
Time, the Paying Agent shall deliver to Parent all cash and any documents in its
possession relating to the transactions described in this Agreement, and the
Paying Agent's duties shall terminate. Thereafter, each holder of a Company
Certificate may surrender such Company Certificate to the Surviving Corporation
or Parent and (subject to applicable abandoned property, escheat or other
similar laws) receive in exchange therefor the Common Stock Price, payable upon
due surrender of their Company Certificates without any interest thereon.
Notwithstanding the foregoing, none of the Paying Agent, Parent, Subsidiary, the
Company or the Surviving Corporation shall be liable to a holder of shares of
Company Common Stock for any



                                       8
<PAGE>   14

amounts properly delivered to a public official pursuant to any applicable
abandoned property, escheat or other similar laws.

         (d) If any Company Certificate shall have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
such Company Certificate to be lost, stolen or destroyed, the Paying Agent shall
issue in exchange for such lost, stolen or destroyed Company Certificate the
Common Stock Price deliverable in respect thereof determined in accordance with
this Article IV; PROVIDED, HOWEVER, that Parent or the Paying Agent may, in its
discretion, require the delivery of a reasonable indemnity or bond against any
claim that may be made against the Surviving Corporation with respect to such
Company Certificate or ownership thereof.

         Section 4.4     TAX WITHHOLDING. Each of Parent and Surviving
Corporation shall be entitled to deduct and withhold from the consideration
otherwise payable pursuant to this Agreement to any former holder of shares of
Company Common Stock such amounts as Parent or Surviving Corporation is required
to deduct and withhold with respect to the making of such payment under the
Internal Revenue Code of 1986, as amended (the "CODE"), or any other provision
of federal, state, local or foreign tax law. To the extent that amounts are so
withheld by Parent or Surviving Corporation, such withheld amounts shall be
treated for all purposes of this Agreement as having been paid to the former
holder of the shares of Company Common Stock in respect of which such deduction
and withholding was made by Parent.

         Section 4.5     CLOSING OF THE COMPANY'S TRANSFER BOOKS. At and after
the Effective Time, holders of Company Certificates shall cease to have any
rights as stockholders of the Company, except for the right to receive the
Common Stock Price pursuant to Section 4.1, without interest. At the Effective
Time, the stock transfer books of the Company shall be closed and no transfer of
shares of Company Common Stock which were outstanding immediately prior to the
Effective Time shall thereafter be made. If, after the Effective Time, subject
to the terms and conditions of this Agreement, Company Certificates formerly
representing shares of Company Common Stock are presented to the Surviving
Corporation, they shall be canceled and exchanged for the Common Stock Price in
accordance with this Article IV.

         Section 4.6     OPTION PLANS; RESTRICTED STOCK.

         (a) As of the Effective Time, each of the then outstanding stock
options, warrants and other rights to purchase Company Common Stock (the
"OPTIONS") granted under any stock option or compensation plan or arrangement of
the Company (the "COMPANY STOCK PLANS"), whether or not then vested or
exercisable, shall automatically be cancelled, and each holder of any Option
thereafter shall be entitled (subject to the provisions set forth in this
Section 4.6(a)) to be paid by the Surviving Corporation with respect to each
share subject to the Option an amount in cash (subject to any applicable
withholding taxes) equal to the excess, if any, of the Common Stock Price over
the applicable exercise price of such Option (the "OPTION PAYMENT"). The
Surviving Corporation shall make each Option Payment to the Option holder at the
Effective Time. Prior to the Effective Time, the Company will obtain all
consents and make all amendments, if any, to the terms of the Company Stock
Plans and each outstanding award agreement issued thereunder, as applicable,
that are necessary to give effect to the provisions of this Section 4.6(a).

         (b) Upon the consummation of the Merger, each holder of a restricted
share of Company Common Stock outstanding at the Effective Time shall be
entitled to receive the Common Stock Price payable with respect to such
restricted share in accordance with the restricted stock agreement or other
agreement applicable to such restricted share. The Surviving Corporation shall
make such payment to the holder at the Effective Time.



                                       9
<PAGE>   15

         (c) The Company shall take all actions as may be necessary to
terminate, as of the Closing Date, any long-term incentive plan, employee stock
purchase plan or any other similar equity based plan or portion of such plan
providing for equity-based compensation.

         Section 4.7     DISSENTING SHARES.

         (a) Notwithstanding any provision of this Agreement to the contrary,
any issued and outstanding shares of Company Common Stock ("DISSENTING SHARES")
held by a Dissenting Stockholder (as defined below) shall not be converted into
the Common Stock Price but shall become the right to receive such consideration
as may be determined to be due to such Dissenting Stockholder pursuant to the
DGCL; PROVIDED, HOWEVER, that each share of Company Common Stock outstanding
immediately prior to the Effective Time and held by a Dissenting Stockholder
who, after the Effective Time, withdraws his demand or fails to perfect or
otherwise loses his right of appraisal, pursuant to the DGCL, shall be deemed to
be converted as of the Effective Time into the right to receive the Common Stock
Price, without interest. As used in this Agreement, "DISSENTING STOCKHOLDER"
means any record holder or beneficial owner of shares of Company Common Stock
who does not vote for the Merger and complies with all provisions of the DGCL
(including all provisions of Section 262 of the DGCL) concerning the right of
holders of Company Common Stock to dissent from the Merger and obtain fair value
for their shares.

         (b) At all times prior to the Effective Time, the Company shall give
Parent (i) prompt notice of any demands for appraisal pursuant to the applicable
provisions of the DGCL received by the Company, withdrawals of such demands, and
any other instruments served pursuant to the DGCL and received by the Company
and (ii) the opportunity to direct all negotiations and proceedings with respect
to demands for appraisal under the DGCL. The Company shall not at any time prior
to the Effective Time, except with the prior written consent of Parent, make any
payment with respect to any such demands for appraisal, or settle, or offer to
settle, or otherwise negotiate any such demands.

         Section 4.8     FURTHER ASSURANCES. At and after the Effective Time,
the officers and directors of the Surviving Corporation will be authorized to
execute and deliver, in the name and on behalf of the Company or Subsidiary, any
deeds, bills of sale, assignments or assurances and to take and do, in the name
and on behalf of the Company or Subsidiary, any other actions and things to
vest, perfect or confirm of record or otherwise in the Surviving Corporation any
and all right, title and interest in, to and under any of the rights, properties
or assets acquired or to be acquired by the Surviving Corporation as a result
of, or in connection with, the Merger.

                                   ARTICLE V

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company represents and warrants to Parent and Subsidiary that,
except as set forth in the disclosure schedule delivered by the Company to
Parent prior to the execution and delivery of this Agreement and referring to
the representations and warranties in this Agreement (the "COMPANY DISCLOSURE
SCHEDULE"):

         Section 5.1     ORGANIZATION AND QUALIFICATION. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and has all requisite corporate power and authority to
own, license, use, lease and operate its assets and properties and to carry on
its business as it is now being carried on. The Company is qualified to transact
business and is in good standing (with respect to jurisdictions that recognize
such concept) in each jurisdiction in which the properties owned, license, used,
leased or operated by it or the nature of the business conducted by it



                                       10
<PAGE>   16

makes such qualification necessary, except where the failure to be so qualified,
would not have a Company Material Adverse Effect. As used in this Agreement, a
"COMPANY MATERIAL ADVERSE EFFECT" means a material adverse effect on the
business, assets, condition (financial or otherwise), prospects or results of
operations of the Company and its subsidiaries, taken as a whole, or on the
transactions contemplated by this Agreement. The Company has heretofore made
available to Parent and Subsidiary complete and correct copies of the
Certificate of Incorporation, Bylaws and minute books of the Company as in
effect on the date of this Agreement.

         Section 5.2     CAPITALIZATION.

         (a) The authorized capital stock of the Company consists solely of
50,000,000 shares of Company Common Stock and 1,000,000 shares of preferred
stock, par value $0.01 per share ("COMPANY PREFERRED STOCK"). As of the date of
this Agreement, (i) 18,402,172 shares of Company Common Stock were issued and
outstanding, all of which were duly and validly issued and are fully paid,
nonassessable and free of preemptive rights; (ii) no shares of Company Preferred
Stock were issued and outstanding; (iii) no shares of Company Common Stock and
no shares of Company Preferred Stock were held in the treasury of the Company;
and (iv) 2,179,504 shares of Company Common Stock were reserved for issuance
upon exercise, conversion or exchange of securities (the "STOCK RIGHTS") issued
and outstanding pursuant to the Company Stock Plans. Since February 22, 2001,
except as permitted by this Agreement, no shares of capital stock of the Company
have been issued except in connection with exercise, exchange or conversion of
the outstanding Stock Rights. SECTION 5.2 OF THE COMPANY DISCLOSURE SCHEDULE
completely and accurately sets forth (i) the name and principal features of each
Company Stock Plan and each restricted stock, phantom stock and other
equity-based compensation plan of the Company; (ii) the names of each holder of
Options, restricted stock or other rights awarded or held pursuant to any plan
described in clause (i); and (iii) for each holder described in clause (ii), the
number of shares issuable upon exercise of the holder's Options, the number of
shares of restricted stock held, the other rights held, and in each such
instance the applicable exercise price, vesting schedule, restrictions and other
equivalent provisions, including any acceleration of vesting, lapse of
restriction or other change that will or may be triggered by the Merger or the
occurrence of any other event contemplated by this Agreement.

         (b) No bonds, debentures, notes or other indebtedness of the Company
having the right to vote on any matters on which stockholders of the Company may
vote are authorized, issued or outstanding.

         (c) Except as otherwise set forth in this Section 5.2, there are no
outstanding subscriptions, options, calls, contracts, scrip, commitments,
understandings, restrictions, arrangements, rights, or warrants, stock
appreciation or other rights (contingent or other) including phantom stock
rights or preemptive rights, or rights of conversion or exchange under any
outstanding security, instrument or other agreement, obligating the Company or
any subsidiary of the Company to issue, deliver or sell, redeem or repurchase,
or cause to be issued, delivered or sold or repurchased, additional shares of
the capital stock of the Company or obligating the Company or any subsidiary of
the Company to grant, extend or enter into any such agreement or commitment and
there is no commitment of the Company or any subsidiary to distribute to holders
of any class of its capital stock, any dividends, distributions, evidences of
indebtedness or assets. Except as permitted by this Agreement, there are no
voting trusts, proxies or other agreements or understandings to which the
Company or any subsidiary of the Company is a party or is bound with respect to
the voting of any shares of capital stock of the Company and no shares of
capital stock of the Company are subject to transfer restrictions imposed by or
with the knowledge, consent or approval of the Company, or other similar
arrangements imposed by or with the knowledge, consent or approval of the
Company, except for restrictions on transfer imposed by the Securities Act of
1933, as amended (the "SECURITIES ACT"), and state securities laws. The Company
Common Stock constitutes the



                                       11
<PAGE>   17

only class of equity securities of Company or its subsidiaries registered or
required to be registered under the Exchange Act.

         Section 5.3     SUBSIDIARIES.

         (a) The only subsidiaries of the Company (each a "COMPANY SUBSIDIARY")
are those set forth in SECTION 5.3 OF THE COMPANY DISCLOSURE SCHEDULE. Except
for shares of, or ownership interests in, the Company Subsidiaries, the Company
does not own of record or beneficially, directly or indirectly, (i) any shares
of outstanding capital stock or securities convertible into or exchangeable or
exercisable for capital stock of any other corporation or (ii) any equity
interest in any limited or unlimited liability company, partnership, joint
venture or other business enterprise. Each Company Subsidiary is a corporation,
partnership, limited liability company or similar business entity duly
organized, validly existing and in good standing (with respect to jurisdictions
that recognize such concept) under the laws of the jurisdiction of its
incorporation or organization and has all requisite corporate, partnership or
limited liability company power and authority to own, use, license, lease and
operate its properties and assets and to carry on its business as it is now
being conducted. Each Company Subsidiary is duly qualified as a foreign
corporation to do business and is in good standing (with respect to
jurisdictions that recognize such concept), in each jurisdiction in which the
character of its properties and assets owned or leased or the nature of its
activities makes such qualification necessary, except where the failure to be so
qualified, individually or in the aggregate, would not have a Company Material
Adverse Effect. The Company has heretofore made available to Parent and
Subsidiary complete and correct copies of the minute books and the charter and
by-laws (or other comparable organizational documents) of all Company
Subsidiaries as in effect on the date of this Agreement.

         (b) All of the issued and outstanding shares of capital stock of or
other ownership interests in, each corporate subsidiary of the Company are
validly issued, fully paid, nonassessable and free of preemptive or similar
rights and are owned directly or indirectly by the Company free and clear of any
liens, claims, mortgages, hypothecs, pledges, charges, encumbrances, security
interests or adverse claims of any kind ("LIENS"). There are no subscriptions,
options, warrants, rights, calls, contracts, voting trusts, proxies or other
commitments, understandings, restrictions or arrangements relating to the
issuance, sale, voting, transfer, ownership or other rights with respect to any
shares of capital stock of or other ownership interest in any Company
Subsidiary, including any right of conversion or exchange under any outstanding
security, instrument or agreement. As used in this Agreement, the term
"SUBSIDIARY" means with respect to any party any corporation or other business
entity (i) of which such party or any other subsidiary of such party is a
general partner or (ii) of which securities or other ownership interests having
ordinary voting power to elect a majority of the board of directors or other
persons performing similar functions with respect to such corporation or other
business entity are at the time owned by such party and/or one or more of such
party's subsidiaries.

         Section 5.4     AUTHORITY; NON-CONTRAVENTION; APPROVALS.

         (a) The Company has all requisite corporate power and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby, subject, in the case of the consummation of the Merger, to the Company
Stockholders' Approval (as defined in Section 5.20), if required. This Agreement
and the consummation by the Company of the transactions contemplated hereby have
been approved by the Board of Directors of the Company, and no other corporate
proceedings on the part of the Company are necessary to authorize the execution
and delivery of this Agreement by the Company and the consummation by the
Company of the transactions contemplated hereby, except for the Company
Stockholders' Approval, if required. This Agreement has been duly executed and
delivered by the Company and, assuming the due authorization, execution and
delivery of this Agreement by Parent and Subsidiary, constitutes a valid and
legally binding agreement of the



                                       12
<PAGE>   18

Company, enforceable against the Company in accordance with its terms except as
enforcement thereof may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium and similar laws, both state and federal, affecting
the enforcement of creditors' rights or remedies in general as from time to time
in effect or (ii) the exercise by courts of equity powers.

         (b) Subject to obtaining the Company Stockholders' Approval, if
required, the execution, delivery and performance of this Agreement by the
Company and the consummation of the Offer, the Merger and the other transactions
contemplated hereby do not and will not violate, conflict with or result in a
breach of any provision of, or constitute a default (or an event which, with or
without notice or lapse of time or both, would constitute a default) under, or
result in the termination of, or the loss of a benefit under or accelerate the
performance required by, or result in a right of termination or acceleration
under, or result in the creation of any Lien upon any of the properties or
assets of the Company or any Company Subsidiary under any of the terms,
conditions or provisions of (i) the respective certificates of incorporation or
bylaws of the Company or any Company Subsidiary (or, in the case of any Company
Subsidiary that is not a corporation, its comparable organizational documents);
(ii) any statute, law, ordinance, rule, regulation, judgment, decree, order,
injunction, writ, permit or license of any court or Governmental Authority (as
defined in Section 5.4(c)) applicable to the Company or any of its subsidiaries
or any of their respective properties or assets; or (iii) any note, bond,
mortgage, indenture, deed of trust, loan, credit agreement, license, franchise,
permit, concession, contract, lease or other instrument, obligation or agreement
of any kind to which the Company or any Company Subsidiary is now a party or by
which the Company or any Company Subsidiary or any of their respective
properties or assets may be bound or affected; other than (in the case of
clauses (ii) and (iii) above), such violations, conflicts, breaches, defaults,
terminations, accelerations or creations of Liens that would not, individually
or in the aggregate, have a Company Material Adverse Effect. None of the
Contracts (as defined in Section 5.22) described in Section 5.22(h), (i), (j) or
(l) requires the consent of a third party to enter into this Agreement or to
consummate the transactions contemplated hereby. Except for third party consents
the failure of which to obtain would not reasonably be expected to have,
individually or in the aggregate, a Company Material Adverse Effect, neither the
Company nor any Company Subsidiary is a party to any contract (excluding for
purposes of this representation any Contract described in Section 5.22(h), (i),
(j) or (l)) requiring the consent of a third party to the Company's execution
and delivery of this Agreement or to the consummation of the transactions
contemplated hereby.

         (c) Except for (i) the filings by the Company required by the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
ACT"); (ii) the filing of the Schedule 14D-9 and the Proxy Statement, if
required, with the SEC and such other reports under and such other compliance
with the Exchange Act and the Securities Act and the rules and regulations
thereunder as may be required in connection with this Agreement and the
transactions contemplated hereby; (iii) the making of the Merger Filing with the
Secretary of State of the State of Delaware in connection with the Merger; and
(iv) compliance with the rules and regulations of The NASDAQ Stock Market (the
"NASDAQ") (the filings and approvals referred to in clauses (i) through (iv) are
collectively referred to as the "COMPANY REGULATORY APPROVALS"), no declaration,
filing or registration with, or notice to, or authorization, consent, order or
approval of, any federal, state, local, municipal or foreign government, whether
national, regional or local, any instrumentality, subdivision, court,
administrative agency or commission or other authority thereof, or any
quasi-governmental or private body exercising any regulatory, taxing, importing
or other governmental or quasi-governmental authority (a "GOVERNMENTAL
AUTHORITY") is required to be obtained or made in connection with or as a result
of the execution and delivery of this Agreement by the Company or the
consummation by the Company of the Merger and the other transactions
contemplated hereby, other than such declarations, filings, registrations,
notices, authorizations, consents or approvals which, if not made or obtained,
as the case may be, would not, individually or in the aggregate, have a Company
Material Adverse Effect.


                                       13
<PAGE>   19

         Section 5.5     REPORTS AND FINANCIAL STATEMENTS.

         (a) Since January 1, 1996, the Company has filed with the SEC all
forms, statements, reports and documents (including all exhibits, post-effective
amendments and supplements thereto) required to be filed by it under each of the
Securities Act, the Exchange Act and the respective rules and regulations
promulgated thereunder, all of which, as amended (if applicable), complied in
all material respects, when filed with all applicable requirements of the
appropriate act and the rules and regulations thereunder. The Company has
previously delivered or made available to Parent copies (including all exhibits,
post-effective amendments and supplements thereto) of its (i) Annual Reports on
Form 10-K for the years ended December 31, 1999, December 31, 1998 and December
31, 1997, as filed with the SEC; (ii) definitive proxy and information
statements relating to all meetings of its stockholders (whether annual or
special) from December 31, 1997 until the date hereof; and (iii) all other
reports, including quarterly reports, and registration statements filed by the
Company with the SEC since December 31, 1997 (other than registration statements
filed on Form S-8) (the documents referred to in clauses (i), (ii) and (iii)
being referred to as the "COMPANY SEC REPORTS"). As of their respective dates
(or to the extent amended or superseded by a subsequent filing, with respect to
the information in such subsequent filing, or as of the date of the subsequent
filing), the Company SEC Reports did not or will not (as the case may be)
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading. None
of the Company Subsidiaries is required to file any forms, reports, schedules,
statements or other documents with the SEC.

         (b) The audited consolidated financial statements of the Company
included in the Company's Annual Report on Form 10-K for the years ended
December 31, 1999, December 31, 1998 and December 31, 1997 and the unaudited
consolidated interim financial statements included in the Company's Quarterly
Report on Form 10-Q for the quarter ending September 30, 2000 (collectively, the
"COMPANY FINANCIAL STATEMENTS") have been prepared in accordance with United
States generally accepted accounting principles ("GAAP") applied on a basis
consistent with prior periods and fairly presented the consolidated financial
position of the Company and the Company Subsidiaries as of the dates thereof and
the related consolidated statement of operations, cash flows and stockholders'
equity included in the Company SEC Reports fairly presented the consolidated
results of operations of the Company and the Company Subsidiaries for the
respective periods then ended (subject, in the case of unaudited interim
statements to normal year-end adjustments and the absence of certain footnote
disclosures).

         (c) As of the date of this Agreement, except as set forth in the
Company's Annual Report for the year ended December 31, 1999 or in any other
Company SEC Report filed since that Annual Report and prior to the date of this
Agreement, neither the Company nor any of its subsidiaries is a party to or
bound by (i) any "material contract" (as such term is defined in Item 601(b)(10)
of Regulation S-K of the SEC) or (ii) any non-competition agreement or any other
agreement or arrangement that limits the Company or any of its subsidiaries or
any of their respective affiliates, or that would, after the Effective Time
similarly limit Parent or the Surviving Corporation or any successor thereto,
from engaging or competing in any line of business or in any geographic area
after giving effect to the Merger.

         (d) The audited consolidated financial statements of the Company and
the Company Subsidiaries for the year ended December 31, 2000 will not differ in
any material respect from the unaudited consolidated financial statements of the
Company and the Company Subsidiaries for the year ended December 31, 2000
attached to SECTION 5.5(D) OF THE COMPANY DISCLOSURE SCHEDULE.

         Section 5.6     ABSENCE OF UNDISCLOSED LIABILITIES; AFFILIATE
                         TRANSACTIONS.


                                       14
<PAGE>   20

         (a) Except for matters reflected or reserved against in the balance
sheet for the period ended September 30, 2000 included in the Company Financial
Statements, neither the Company nor any of the Company Subsidiaries had at such
date or has incurred since that date any liabilities, obligations (whether
absolute, accrued, contingent or otherwise) or contingencies of any nature,
except (i) liabilities, obligations or contingencies (A) which are accrued or
reserved against in the Company Financial Statements or reflected in the notes
thereto or (B) which were incurred after September 30, 2000 in the ordinary
course of business and consistent with past practices; or (ii) liabilities,
obligations or contingencies which are of a nature not required to be reflected
in the consolidated financial statements of the Company and the Company
Subsidiaries prepared in accordance with GAAP consistently applied and which
were incurred in the ordinary course of business.

         (b) Except as specifically disclosed in the Company SEC Reports filed
prior to the date of this Agreement, there are no other transactions,
agreements, arrangements or understandings between the Company or the Company
Subsidiaries, on the one hand, and the Company's affiliates (other than
wholly-owned subsidiaries of the Company) or other Persons, on the other hand,
that would be required to be disclosed under Item 404 of Regulation S-K
promulgated under the Securities Act.

         Section 5.7     ABSENCE OF CERTAIN CHANGES OR EVENTS. Since December
31, 1999, (a) neither the Company nor any Company Subsidiary has suffered or
experienced any change, event or development which has had or would reasonably
be expected to have, individually or in the aggregate, a Company Material
Adverse Effect; (b) the Company and the Company Subsidiaries have conducted
their respective businesses only in the ordinary course consistent with past
practice; and (c) neither the Company nor any of the Company Subsidiaries has
taken any action which, if taken after the date hereof, would constitute a
breach of any provision of Section 7.2

         Section 5.8     LITIGATION. Except as disclosed in the Company's Annual
Report for the year ended December 31, 1999 or in any Company SEC Report filed
since that Annual Report and prior to the date of this Agreement, there are no
claims, suits, actions, investigations or proceedings pending or, to the best
knowledge of the Company, threatened, against the Company or any Company
Subsidiary or relating to or affecting their respective properties, assets or
rights (including, without limitation, any claim based on a theory of product
liability), or any of their respective directors or officers, before any court,
governmental department, commission, agency, instrumentality or authority, or
any arbitration board or tribunal that seek to restrain the consummation of the
Merger or which if adversely determined either alone or with other similar
actions would reasonably be expected to have, individually or in the aggregate,
a Company Material Adverse Effect or to materially adversely affect the
Company's ability to perform its obligations under this Agreement. Except as
disclosed in the Company's Annual Report for the year ended December 31, 1999 or
in any Company SEC Report filed since that Annual Report and prior to the date
of this Agreement, none of the Company, any Company Subsidiary or any of its or
their respective directors or officers is subject to any judgment, decree,
injunction, rule or order of any court, governmental department, commission,
agency, instrumentality or authority, or any arbitrator which prohibits or
restricts the consummation of the transactions contemplated hereby or would
reasonably be expected to have, individually or in the aggregate, a Company
Material Adverse Effect.

         Section 5.9     INFORMATION SUPPLIED.

         (a) Each of the Schedule 14D-9 and the other documents required to be
filed by the Company with the SEC in connection with the Offer, the Merger and
the other transactions contemplated hereby, including the Proxy Statement (as
defined in Section 7.1(d)(iii)) will comply in all material respects with the
requirements of the Exchange Act and the rules and regulations promulgated
thereunder, and no such document, nor any of the written information supplied by
the Company to Parent for inclusion or incorporation by reference in the Offer
Documents and any other documents to be filed with



                                       15
<PAGE>   21

the SEC or disseminated to stockholders in connection with the Offer will on the
date of its filing or dissemination or on the date it is supplied, as the case
may be, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

         (b) Notwithstanding the foregoing, no representation or warranty is
made by the Company with respect to statements made or incorporated by reference
in any such documents filed by the Company with the SEC based on information
supplied in writing by Parent or any of its subsidiaries for inclusion or
incorporation by reference therein.

         Section 5.10    COMPLIANCE WITH LAWS. Neither the Company nor any
Company Subsidiary is or, since December 31, 1997, has received a notice of
default or been in default under or in violation of or has been charged with any
violation of, any law, statute, order, rule, regulation, ordinance or judgment
(including, without limitation, any applicable environmental, labor, export
control and foreign corrupt practices law, ordinance, decree or regulation) of
any Governmental Authority to which the Company or any Company Subsidiary or any
of their respective assets or properties is or was subject, except for defaults
or violations which would not, individually or in the aggregate, reasonably be
expected to have a Company Material Adverse Effect. The Company and the Company
Subsidiaries have all permits, licenses, franchises, variances, exemptions,
orders and other governmental authorizations, certificates, consents and
approvals necessary to conduct their businesses as presently conducted and to
own their assets and properties (collectively, the "COMPANY PERMITS"), except
for such permits, licenses, franchises, variances, exemptions, orders,
authorizations, certificates, consents and approvals the absence of which would
not have, individually or in the aggregate, a Company Material Adverse Effect.
All such material Company Permits are listed on SECTION 5.10 OF THE COMPANY
DISCLOSURE SCHEDULE. The Company and the Company Subsidiaries are not in
violation of the terms of any Company Permit, except for such violations which
have not had and would not reasonably be expected to have, individually or in
the aggregate, a Company Material Adverse Effect.

         Section 5.11 COMPLIANCE WITH AGREEMENTS. Neither the Company nor any
Company Subsidiary is in breach or violation of or in default in the performance
or observance of any term or provision of, and no event has occurred which, with
or without lapse of time, notice or action by a third party, would result in a
default under, or the loss of a benefit under, or the right to terminate or
accelerate (each a "VIOLATION") (a) the respective certificates of
incorporation, bylaws or similar organizational instruments of the Company or
any of the Company Subsidiaries, or (b) any contract, commitment, agreement,
indenture, mortgage, hypothec, loan agreement or credit agreement, note, lease,
bond, license, deed of trust, approval or other instrument to which the Company
or any of the Company Subsidiaries is a party or by which any of them is bound
or to which any of their properties or assets are subject, other than, in the
case of clause (b) of this Section 5.11, such breaches, violations and defaults
which have not had and would not reasonably be expected to have, individually or
in the aggregate, a Company Material Adverse Effect.

         Section 5.12    TAXES.

         (a) Each of the Company and the Company Subsidiaries has (i) duly filed
with the appropriate Governmental Authorities all Tax Returns required to be
filed by it for all periods ending on or prior to the Effective Time, and (ii)
duly paid in full or made adequate provision in accordance with GAAP for the
payment of all Taxes for all past and current periods. All Tax Returns filed by
the Company or any Company Subsidiary were true, correct and complete in all
material respects. There are no unresolved issues of law or fact arising out of
a notice of deficiency, proposed deficiency or assessment from the United States
Internal Revenue Service or any other governmental taxing authority



                                       16
<PAGE>   22

of the United States or any other country, whether national, regional or local,
with respect to Taxes of the Company or any of the Company Subsidiaries.

         (b) Neither the Company nor any Company Subsidiary has obtained an
extension of the time within which to file any Tax Return (whether national,
regional or local) which has not yet been filed or entered into agreements
providing for the extension of waiver of deadlines with respect to the
assessment or reassessment of any taxes.

         (c) The Company and the Company Subsidiaries have withheld and paid all
material Taxes required to have been withheld and paid in connection with
amounts paid or owing to any employee, creditor or independent contractor.

         (d) There are no material Liens for Taxes upon the assets of the
Company or any of the Company Subsidiaries other than Liens for Taxes not yet
due.

         (e) Neither the Company nor any Company Subsidiary has any liability
for the Taxes of any other person which is not included in the Company's Tax
Returns (i) under Section 1.1502-6 of the Treasury regulations or any similar
provision of state, local or foreign law (other than for a consolidated,
combined or unitary group the common parent of which was the Company); (ii) as a
transferee or successor; (iii) by contract; or (iv) otherwise. Neither the
Company nor any Company Subsidiary has agreed to make nor is required to make
any adjustment under Section 481 of the Code by reason of a change in accounting
method.

         (f) Neither the Company nor any Company Subsidiary is a party to or
bound by any obligations under any tax sharing, tax allocation, tax indemnity or
similar agreement or arrangement with any person or entity.

         (g) Neither the Company nor any Company Subsidiary has made any
payments, is obligated to make any payments, or is a party to any contract that
could require it to make any payments, that are not deductible as a result of
the provisions set forth in Section 162(m) or Section 280G of the Code or the
proposed Treasury regulations thereunder or would result in an excise tax
liability with respect to any such payment under Section 4999 of the Code.

         (h) No claim has ever been made by an authority in a jurisdiction where
any of the Company and the Company Subsidiaries does not file Tax Returns that
it is or may be subject to taxation by that jurisdiction. No power of attorney
currently in force has been granted by the Company or any of the Company
Subsidiaries with respect to any Tax matter. None of the Company and the Company
Subsidiaries has waived any statute of limitations in respect of Taxes or agreed
to any extension of time with respect to a Tax assessment or deficiency.

         (i) None of the Company and its Subsidiaries has filed a consent under
Section 341(f) of the Code concerning collapsible corporations.

         (j) SECTION 5.12 OF THE COMPANY DISCLOSURE SCHEDULE lists all
jurisdictions in which federal, state, provincial, local, and foreign Tax
Returns are filed with respect to any of the Company and the Company
Subsidiaries and indicates those Tax Returns that have been audited or that are
currently the subject of audit.

         (k) SECTION 5.12 OF THE COMPANY DISCLOSURE SCHEDULE sets forth the
following information with respect to each of the Company and the Company
Subsidiaries (or, in the case of clause (A) below, with respect to each of the
Company Subsidiaries) as of the most recent practicable date: (A) the basis of



                                       17
<PAGE>   23

the stockholder(s) of each Company Subsidiary in its stock (or the amount of any
excess loss account); (B) the amount of any net operating loss, net capital
loss, unused investment or other credit, unused foreign tax, or excess
charitable contribution allocable to the Company or any Company Subsidiary and
any limitations thereon; (C) the amount of any deferred gain or loss allocable
to the Company or any Company Subsidiary arising out of any deferred
intercompany transaction; (D) an estimate of the current and accumulated
earnings and profits of the Company and each Company Subsidiary; (E) any
partnership or other entity (other than the Company and the Company
Subsidiaries) in which the Company or any Company Subsidiary is an owner; (F)
all Tax rulings requested or received from any taxing authority.

         (l) The unpaid Taxes of the Company and the Company Subsidiaries at
September 30, 2000 did not, as of that date, exceed the reserve for Tax
liabilities (disregarding for this purpose any reserve for deferred Taxes
established to reflect timing differences between book and Tax income) set forth
on the face of the balance sheet at September 30, 2000 included in the Company
Financial Statements.

         (m) None of the Company or any of the Company Subsidiaries (A) has
participated in an international boycott as defined in Section 999 of the Code;
(B) has been the distributing corporation with respect to a transaction
described in Section 355 of the Code within the three-year period ending on the
date of this Agreement; (C) has a permanent establishment in any foreign country
as defined in any applicable Tax treaty or convention between the United States
and that foreign country; (D) has a material item of income or gain reported for
financial accounting purposes in a pre-Merger period which is required to be
included in taxable income for a post-Merger period; (E) has or is projected to
have an amount includible in its income for the current taxable year under
Section 551 of the Code or Section 951 of the Code; (F) has an unrecaptured
overall foreign loss within the meaning of Section 904(f) of the Code; or (G)
has disposed of any Company Subsidiary or branch operation within the current or
prior Tax year.

         (n) All material elections with respect to income Taxes affecting the
Company and the Company Subsidiaries are set forth in SECTION 5.12 OF THE
COMPANY DISCLOSURE SCHEDULE.

         (o) Neither the Company nor any Company Subsidiary is or has ever been
a United States real property holding corporation within the meaning of Section
897(c)(2) of the Code.

         (p) There are no actions, suits, audits, proceedings or investigations
pending, or to the knowledge of the Company, threatened against any of the
Company or any Company Subsidiary in respect of any Taxes.

         (q) For purposes of this Agreement, (i) the term "TAXES" means all
taxes, including, without limitation, income, gross receipts, excise, property
(including transfer duties), sales, withholding, social security, occupation,
use, service, license, payroll, franchise, transfer, value added and recording
taxes, fees and charges, windfall profits, severance, customs, import, export,
employment or similar taxes, charges, fees, levies or other assessments imposed
by the United States, or any Governmental Authority, whether computed on a
separate, consolidated, unitary, combined, or any other basis, and such term
shall include any interest, fines, penalties or additional amounts of any
interest in respect of any additions, fines or penalties attributable or imposed
or with respect to any such taxes, charges, fees, levies or other assessments,
and (ii) the term "TAX RETURN" means any return, report or other document
required to be supplied to a taxing authority in connection with Taxes,
including any schedule or attachment thereto, and any amendment thereof.


                                       18
<PAGE>   24

         Section 5.13    EMPLOYEE BENEFIT PLANS; ERISA.

         (a) With respect to each Company Plan, the Company has made available
to Parent a true, correct and complete copy of: (i) any current plan documents,
trust agreements, insurance contracts and other funding vehicles, and amendments
thereto; (ii) for the most recently ended plan year, all IRS Form 5500 series
forms (and any financial statements and other schedules attached thereto) filed
with respect to any Company Plan; (iii) all current summary plan descriptions
and subsequent summaries of material modifications with respect to each Company
Plan for which such descriptions and modifications are required under ERISA; and
(iv) the most recent IRS determination letter for each Pension Plan which is
intended to be qualified under Section 401(a) of the Code.

         (b) Neither the Company nor any of its ERISA Affiliates maintains or
has, within the previous six years, maintained a Pension Plan which is subject
to Section 412 of the Code or Title IV of ERISA.

         (c) Neither the Company nor any of its ERISA Affiliates currently
maintains or has, within the previous six years, maintained or been obligated to
contribute to any multiemployer plan, as defined in Section 3(37) of ERISA.

         (d) No Company Plan that is a "welfare benefit plan" as defined in
Section 3(1) of ERISA provides for continuing benefits or coverage for any
participant or beneficiary or covered dependent or a participant after such
participant's termination of employment, except to the extent required by law.

         (e) With respect to any Welfare Plan, (i) no such plans are "multiple
employer welfare arrangements" within the meaning of Section 3(40) of ERISA,
(ii) with respect to any such plans that are self-insured, all claims made
pursuant to any such plan that have not yet been paid are set forth on SECTION
5.13(E) OF THE COMPANY DISCLOSURE SCHEDULE, together with an estimate thereof;
no such claim could, in the aggregate, result in an uninsured liability in
excess of $50,000 per participant or covered dependent, and all such claims
could not result in an uninsured liability of more than $250,000 in the
aggregate for all participants and covered dependents combined, and are
estimated as set forth on SECTION 5.13(E) OF THE COMPANY DISCLOSURE SCHEDULE and
(iii) no such plan is a "voluntary employees' beneficiary association" within
the meaning of Section 501(c)(9) of the Code or other funding arrangement for
the provision of welfare benefits (such disclosure to include the amount of any
such funding).

         (f) Neither the Company nor any of its ERISA Affiliates is bound by any
collective bargaining agreement or similar agreement to maintain or contribute
to any Company Plan.

         (g) Each Company Plan (i) has been administered in material compliance
with its terms and is in material compliance with the applicable provisions of
ERISA and has been administered in material compliance with the applicable
provisions of ERISA, the Code and other applicable laws; (ii) which is intended
to be a qualified plan within the meaning of Section 401(a) of the Code has a
favorable determination from the IRS as to its qualified status and no
circumstances exist that are likely to result in revocation of any such
favorable determination letter; and (iii) may, without liability, be amended,
terminated or otherwise discontinued, except as specifically prohibited by
applicable law.

         (h) With respect to each Company Plan, (i) there are no inquiries or
proceedings pending or threatened by the IRS, the Department of Labor, or any
participant or beneficiary (other than claims for benefits in the ordinary
course) with respect to the design or operation of the Company Plans; (ii) the
Company has made or provided for all contributions required under the material
terms of such Company Plans and any applicable laws for all periods through the
Closing Date; and (iii) there have been no



                                       19
<PAGE>   25

"prohibited transactions" (as described in Section 4975 of the Code or in Part 4
of Subtitle B of Title I of ERISA) for which a statutory, administrative, or
regulatory exemption is not available.

         (i) SECTION 5.13(I) OF THE COMPANY DISCLOSURE SCHEDULE sets forth a
complete and accurate listing of all Canadian Plans (as hereinafter defined);
with respect to each Canadian Plan, (i) the Company has made available to Parent
a true, correct and complete copy of all current plan documents, trust
agreements, insurance contracts and other funding vehicles and amendments
thereto, as well as all financial statements, actuarial reports, tax
information, correspondence with regulatory authorities and professional
opinions for each Canadian Plan; (ii) all the Canadian Plans have been
administered in accordance with their terms and there are no outstanding
violations or defaults thereunder, nor any actions, claims, or other proceedings
pending or threatened in writing with respect to any of the Canadian Plans;
(iii) the Canadian Plans are duly registered where required by law and have at
all times complied with applicable laws and regulatory policy of the applicable
Governmental Authority; (iv) all the required contributions under each of the
Canadian Plans have been remitted in a timely manner; (v) neither the Company
nor the Company's Canadian Subsidiary have made promises, commitments or
undertakings whether written or unwritten to amend the Canadian Plans or improve
the benefits under any of the Canadian Plans; (vi) all employer contribution
holidays have been permitted by the terms of the Canadian Plans and have been
taken in accordance with applicable law, including contribution holidays taken
before the conversion of the Basic Plan (as hereinafter defined) and Designated
Plans (as hereinafter defined); (vii) the Designated Plan and the Top Hat Plan
(as hereinafter defined) are fully funded on a going concern basis and wind-up
basis; (viii) no event has occurred and no condition or circumstance exists that
could reasonably result in a Canadian Plan being required to pay any material
taxes or penalties under any applicable laws; (ix) Canadian Plans that are
registered pension plans created as a result of a division or merger of one or
more pension plans have received approval therefor from the appropriate
Governmental Authority; and (x) neither the Company nor the Company's Subsidiary
have made commitments to provide post-employment benefits other than pension
benefits to its former employees. For purposes of this Agreement, (w) "CANADIAN
PLANS" means all employee benefit plans and programs applicable to Canadian
employees, including all bonus, profit sharing, stock appreciation and stock
option, stock purchase, cafeteria, credit union, incentive and deferred
compensation, severance agreements and arrangements ("golden parachutes"),
supplemental retirement, pension, retirement and severance and salary
continuation plans and programs, and all medical, dental and other welfare plans
and programs and all insurance plans and policies, sick, holiday and vacation
day policies, fringe benefits, employee discounts, cars and loan programs and
all funding vehicles and agreements for employee pension or benefit plans,
policies or programs; (x) "BASIC PLAN" means the Company's Canadian Subsidiary
Pension Plan, as amended and restated as of January 1, 1997; (y) "DESIGNATED
PLAN" means the Pension Plan for Designated Employees of Company's Canadian
Subsidiary, as amended and restated as of January 1, 1997; and (z) "TOP HAT
PLAN" means the Agreement dated June 19, 1997 between the Company's Canadian
Subsidiary and Michael Ankcorn.

         (j) SECTION 5.13(J) OF THE COMPANY DISCLOSURE SCHEDULE contains a true
and complete summary or list of or otherwise describe all employment contracts,
and all employee benefit arrangements with "change of control" or similar
provisions and all severance agreements and arrangements, in each case with
officers or directors of the Company or any Company Subsidiary. Except as set
forth on SECTION 5.13(J) OF THE COMPANY DISCLOSURE SCHEDULE, the consummation of
the transactions contemplated by this Agreement will not (w) entitle any
employees of the Company or any Company Subsidiary to severance pay, (x)
accelerate the time of payment or vesting or trigger any payment or funding
(through a grantor trust or otherwise) of compensation or benefits under,
increase the amount payable or trigger any other material obligation pursuant
to, any of the Company Plans, (y) result in any payments under any of the
Company Plans which would not be deductible under Section 280G of the Code, or
(z) cause any payments under any Company Plan to cease to be excluded from
"applicable employee remuneration" for purposes of Section 162(m) of the Code.
Neither the Company nor any Company Subsidiary has any



                                       20
<PAGE>   26

material obligations for the health and life benefits under any Company Plan,
nor any obligations under non-qualified retirement plans.

         (k) For purposes of this Agreement, (i) "COMPANY PLAN" means (x) each
employee pension benefit plan (as such term is defined in Section 3(2) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA")) ("PENSION
PLAN") and each employee welfare benefit plan (as such term is defined in
Section 3(1) of ERISA) ("WELFARE PLAN") maintained by the Company and any of its
ERISA Affiliates, and (y) each stock option, stock purchase, stock appreciation
right, phantom stock and stock based plan and each deferred compensation,
employment, severance, change in control, incentive, bonus, medical, fringe
benefit, life insurance, vacation, layoff, dependent care, legal services,
cafeteria plan, agreement, arrangement, policy or program maintained or
contributed to by the Company for the benefit of current or former employees or
current or former directors of the Company whether written or oral, and whether
or not subject to ERISA; and (ii) "ERISA AFFILIATE" means any trade or business
whether or not incorporated, under common control with the Company within the
meaning of Section 414(b), (c), (m), or (o) of the Code or Section 4001(b) of
ERISA. All Company Plans and all severance and change in control plans and
agreements of general applicability to the Company's executive officers and
other employees are listed in SECTION 5.13 OF THE COMPANY DISCLOSURE SCHEDULE.

         Section 5.14    LABOR CONTROVERSIES. There are no controversies pending
or, to the knowledge of the Company, threatened between the Company or any
Company Subsidiary and any of their respective employees with a value of over
$100,000. The Company and its subsidiaries are in compliance in all material
respects with all applicable laws respecting employment and employment
practices, terms, and conditions of employment, and wages and hours and have not
engaged in any unfair labor practices. Neither the Company nor any of its
subsidiaries is a party to any collective bargaining agreement or other labor
union contract applicable to persons employed by the Company or its
subsidiaries, nor does the Company know of any activities or proceedings of any
labor union to organize any such employees. The Company has no knowledge of any
strikes, slowdowns, work stoppages, lockouts or threats thereof, by or with
respect to any employees of the Company or any of its subsidiaries. The Company
has no knowledge of any actions or events taken by it or its subsidiaries that
would give rise to obligations of the Company or any of its subsidiaries under
the Workers Adjustment and Retraining Notification Act, 29 U.S.C. ss. 2101, ET
SEQ.

         Section 5.15    ENVIRONMENTAL MATTERS.

         (a) Each of the Company and the Company Subsidiaries conducts its
business and operations in compliance with all material applicable Environmental
Laws (as defined below) and holds, and is in compliance with, all Company
Permits required under Environmental Laws. None of the Company or the Company
Subsidiaries has received written notice of, or is the subject of, any action,
cause of action, claim, suit, investigation, demand or notice based on or
related to the violation of Environmental Laws or the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling, or the
emission, discharge, release or threatened release into the environment, of any
pollutant, contaminant, or industrial, hazardous or toxic substances or waste
(collectively, an "ENVIRONMENTAL EVENT"). For purposes of this Agreement, the
term "ENVIRONMENTAL LAW" means any foreign, federal, state, provincial,
municipal or local law, statute, rule regulation, by-law, policy, directive,
standard, order, decree, other requirement of a Governmental Authority or the
common or civil law (collectively, "LAWS") relating to the environment or
occupational health and safety, including without limitation, any Laws
pertaining to (i) treatment, storage, disposal, generation or transportation of
waste or industrial, toxic or hazardous substances; (ii) soil, air, water and
noise pollution; (iii) surface water, groundwater and soil contamination; (iv)
the release or threatened release into the environment of waste or industrial,
toxic or hazardous substances, including without limitation emissions,
discharges, injections, spills, escapes or dumping of pollutants, contaminants
or chemicals; (v) the protection of animals, marine sanctuaries and



                                       21
<PAGE>   27

wetlands, including without limitation all endangered and threatened species;
(vi) effluents and air emissions; (vii) underground and other storage tanks or
vessels, abandoned, disposed or discarded barrels, containers and other closed
receptacles; (viii) health and safety of employees and other persons; and (ix)
manufacture, processing, use, distribution, treatment, storage, disposal,
transportation or handling of pollutants, contaminants, chemicals or industrial,
toxic or hazardous substances or oil or petroleum products or waste. As used
above, the terms "RELEASE" and "ENVIRONMENT" shall have the meaning set forth in
the federal Comprehensive Environmental Compensation, Liability and Response Act
of 1980.

         (b) To the best knowledge of the Company, no notice of any
Environmental Event was given to any person or entity that occupied any of the
premises occupied, owned or used by the Company or any Company Subsidiary prior
to the date such premises were so occupied, owned or used. Without limiting the
generality of the foregoing, neither the Company or any Company Subsidiary has
disposed of, released or placed on, under or in any property, facility or
equipment it occupies, owns or uses, any contaminant, pollutant, waste or
substances in violation of Environmental Laws. There are no PCBs, asbestos, urea
formaldehyde, radioactive substances or ozone-depleting substances on, under or
in any property, facility or equipment occupied, owned or used by the Company or
the Company Subsidiaries.

         (c) SECTION 5.15 OF THE COMPANY DISCLOSURE SCHEDULE describes all
environmental reports, investigations and audits conducted by or on behalf of
the Company or any of the Company Subsidiaries and, to the knowledge of the
Company, conducted by or on behalf of a third party (whether done at the
initiative of the Company or directed by a Governmental Authority or other third
party) issued or conducted during the past five years relating to premises
currently or previously owned or operated by the Company or any of the Company
Subsidiaries. Complete and correct copies of each such report, or the results of
each such investigation or audit, have been provided to the Parent.

         (d) There is no pending, or to the knowledge of the Company,
threatened, civil, penal or criminal litigation, written notice of violation,
administrative proceeding or investigation, inquiry or information request by
any Governmental Authority relating to any Environmental Law involving the
Company or any of the Company Subsidiaries.

         Section 5.16    TITLE TO ASSETS. The Company and each of the Company
Subsidiaries has good and valid title to all of its owned assets and properties
as reflected in the most recent balance sheet included in the Company Financial
Statements, except for properties and assets that have been disposed of in the
ordinary course of business since the date of such balance sheet, free and clear
of all Liens, except (a) Liens for current taxes, payments of which are not yet
due or delinquent, (b) such imperfections or irregularities in title, if any, as
do not affect the use or marketability of the properties or assets subject
thereto or affected thereby, or otherwise materially impair the Company's
business operations. Any property or assets held or used under license or lease
by the Company or any of the Company Subsidiaries are held by them under valid,
subsisting and enforceable licenses or leases with such exceptions as are not
material and do not interfere with the use made of the property and assets. The
Company and each of the Company Subsidiaries own or have sufficient right to use
all assets and properties reasonably necessary to conduct their businesses in
the manner in which they are currently conducted.

         Section 5.17    INTELLECTUAL PROPERTY; SOFTWARE.

         (a) (i) Each of the Company and the Company Subsidiaries owns, or
possesses adequate licenses or other valid rights to use, all existing United
States and foreign patents, trademarks, trade names, service marks, domain
names, copyrights, trade secrets, know-how, software, databases and intellectual
property rights and all applications therefor that are material to its business
as currently conducted (the "COMPANY INTELLECTUAL PROPERTY RIGHTS") and a true
and complete list of all Company



                                       22
<PAGE>   28

Intellectual Property Rights is set forth on SECTION 5.17(A) OF THE COMPANY
DISCLOSURE SCHEDULE; (ii) all Company Intellectual Property Rights are either
owned by the Company or its subsidiaries free and clear of all Liens or are used
pursuant to a license agreement or are otherwise being validly used; (iii) each
such license agreement is valid and enforceable and in full force and effect;
(iv) neither the Company nor any of the Company Subsidiaries is in default under
any such license agreement in any material respect, and to the knowledge of the
Company, no corresponding licensor is in default thereunder in any material
respect; (v) no Company Intellectual Property Right that is owned by the Company
infringes or otherwise conflicts with any material right of any person; (vi)
there is no pending or, to the knowledge of the Company, threatened litigation,
adversarial proceeding, administrative action or other challenge or claim
relating to any Company Intellectual Property Right that is owned by the
Company; (vii) there is no outstanding order of a Governmental Authority
relating to any Company Intellectual Property Right; (viii) to the knowledge of
Company, there is currently no infringement by any person of any Company
Intellectual Property Right; and (ix) the Company Intellectual Property Rights
owned, used or possessed by the Company and the Company Subsidiaries are
sufficient and adequate to conduct the business of the Company and the Company
Subsidiaries in all material respects as such business is currently conducted.

         (b) The Company and the Company Subsidiaries have taken reasonable
steps to protect, maintain and safeguard the Company Intellectual Property
Rights, including any Company Intellectual Property Rights for which improper or
unauthorized disclosure would impair its value or validity, and have executed
and required nondisclosure agreements and made any required filings and
registrations in connection with the foregoing.

         (c) The conduct of the business of the Company and the Company
Subsidiaries as now conducted does not, infringe any valid patents, trademarks,
trade names, service marks or copyrights of others. The consummation of the
transactions contemplated hereby will not result in the loss or impairment of
any Company Intellectual Property Rights.

         (d) Neither the Company nor any Company Subsidiary has licensed (or
otherwise entered into any agreement permitting) any Person to use or market any
of the Company Intellectual Property Rights.

         (e) Neither the Company nor any of the Company Subsidiaries considers
its computer software to be proprietary to it or to constitute its trade
secrets.

         (f) To the knowledge of the Company, no employee of the Company or any
of the Company Subsidiaries is in material violation or breach of any term of
any employment contract, patent disclosure agreement or any other contract or
agreement with the Company or any other party, which is a breach or violation of
provisions relating to the nondisclosure or confidentiality of intellectual
property rights or of noncompete covenants designed to protect intellectual
property rights.

         Section 5.18    BROKERS AND FINDERS. No agent, broker, investment
banker, financial advisor or other firm or person is entitled to any brokerage,
finder's, financial advisor's or other similar fee or commission for which
Parent or any of its subsidiaries could become liable in connection with the
transactions contemplated by this Agreement as a result of any action taken by
or on behalf of the Company or any of its subsidiaries, other than the Company
Financial Advisor, whose fees and expenses will be paid by the Company pursuant
to an engagement letter dated, August 16, 2000, a correct and complete copy of
which has been delivered to Parent.

         Section 5.19    OPINION OF COMPANY FINANCIAL ADVISOR. The Company
Financial Advisor has rendered an opinion to the Board of Directors of the
Company, dated the date of this Agreement, to the effect that, as of such date,
the Common Stock Price is fair from a financial point of view to the holders of



                                       23
<PAGE>   29

Company Common Stock. A correct and complete copy of that opinion (to the extent
reduced to or confirmed in writing) has been delivered to Parent or, if not yet
delivered to the Company, will be delivered to Parent upon request by the
Company.

         Section 5.20    VOTE REQUIRED. The affirmative vote of holders of a
majority of the outstanding shares of Company Common Stock (the "COMPANY
STOCKHOLDERS' APPROVAL") is the only vote of the holders of any class or series
of the Company capital stock or debt instruments necessary to adopt this
Agreement and approve the transactions contemplated hereby.

         Section 5.21    INSURANCE. The Company and the Company Subsidiaries
maintain policies of fire and casualty, liability and other forms of insurance
in such amounts, with such deductibles and against such risks and losses as are
customary for companies of similar size in the Company's industry, and also
maintain all policies of insurance which are required by their material
commercial contracts, in such amounts as specified in the respective contracts.
All such policies are in full force and effect, all premiums due and payable
thereon have been paid, and no notice of cancellation or termination has been
received with respect to any such policy. The insurance policies referred to in
this Section 5.21 will remain in full force and effect and will not be modified
or amended prior to Closing nor will they in any way be affected by or terminate
by reason of, any of the transactions contemplated hereby.

         Section 5.22    CONTRACTS. SECTION 5.22 OF THE COMPANY DISCLOSURE
SCHEDULE lists, under the relevant heading, all oral or written contracts,
agreements, arrangements, guarantees, licenses, leases and executory commitments
(each, a "CONTRACT") other than Contracts previously filed as an exhibit to any
Company SEC Reports filed prior to the date of this Agreement, that exist as of
the date of this Agreement to which the Company or any Company Subsidiary is a
party or by which the Company or such Company Subsidiary is bound and which fall
within any of the following categories: (a) material Contracts not entered into
in the ordinary course of the Company's and the Company Subsidiaries'
businesses; (b) material joint venture and partnership agreements; (c) Contracts
which contain requirements for payments by the Company or a Company Subsidiary
in excess of $250,000; (d) Contracts relating to any outstanding commitment for
capital expenditures in excess of $250,000; (e) indentures, mortgages,
hypothecs, promissory notes, loan agreements or guarantees of borrowed money,
letters of credit or other agreements or instruments of the Company or the
Company Subsidiaries or commitments for the borrowing or the lending by the
Company or any Company Subsidiary of amounts in excess of $250,000 in the
aggregate or providing for the creation of any Lien upon any of the assets or
properties of the Company or any Company Subsidiary with an aggregate value in
excess of $250,000; (f) Contracts providing for "earn-outs" or other contingent
payments by the Company or any Company Subsidiary involving more than $250,000
per contract over the terms of all such Contracts; (g) Contracts associated with
off balance sheet financing by the Company or a Company Subsidiary in excess of
$250,000 in the aggregate, including but not limited to arrangements for the
sale by the Company or a Company Subsidiary of receivables; (h) supply or
distribution Contracts requiring a payment or a commitment by the Company or any
Company Subsidiary to make a payment in excess of $250,000; (i) supply Contracts
providing for payments by the Company or any Company Subsidiary; (j) Contracts
with customers of the Company or any Company Subsidiary involving payments being
made by or to the Company or any Company Subsidiary in excess of $250,000 in the
aggregate; (k) stock purchase agreements, asset purchase agreements or other
acquisition or divestiture agreements where the consideration in any individual
transaction exceeds $250,000; and (l) master service and master Contracts with
customers and each other agreement which is material to the Company or any
Company Subsidiary, irrespective of amount.

         All Contracts to which the Company or any of the Company Subsidiaries
is a party or by which it or such subsidiary is bound are valid and binding
obligations of the Company or the Company Subsidiary and, to the knowledge of
the Company, the valid and binding obligation of each other party thereto except



                                       24
<PAGE>   30

such Contracts which, if not so valid and binding, have not had and would not
reasonably be expected to have, individually or in the aggregate, a Company
Material Adverse Effect. Neither the Company nor, to the knowledge of the
Company, any other party thereto is in violation of or in default in respect of,
nor has there occurred an event or condition which with the passage of time or
giving of notice (or both) would constitute a default under or permit the
termination of, any such Contract except such violations or defaults under or
terminations which have not had and would not be reasonably be expected to have,
individually or in the aggregate, a Company Material Adverse Effect.

         Section 5.23    SIGNIFICANT CUSTOMERS. None of the customers of the
Company or any of the Company Subsidiaries listed on SECTION 5.22 OF THE COMPANY
DISCLOSURE SCHEDULE has delivered any notice to the Company or any of the
Company Subsidiaries, nor does the Company have any reason to believe, that any
such customer (i) has terminated, or will terminate any contract or agreement
with the Company or any of the Company Subsidiaries or (ii) has ceased, or will
cease, to use the services of the Company or the Company Subsidiaries, as the
case may be, except, in each case, for such terminations or cessations as have
not had and would not be reasonably expected to have, individually or in the
aggregate, a Company Material Adverse Effect.

                                   ARTICLE VI

             REPRESENTATIONS AND WARRANTIES OF PARENT AND SUBSIDIARY


         Parent and Subsidiary each represent and warrant to the Company that:

         Section 6.1     ORGANIZATION AND QUALIFICATION. Each of Parent and
Subsidiary is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation and has all
requisite corporate power and authority to own, license, use or lease and
operate its assets and properties and to carry on its business as it is now
being conducted. Each of Parent and Subsidiary is qualified to transact business
and is in good standing in each jurisdiction in which the properties owned,
leased or operated by it or the nature of the business conducted by it makes
such qualification necessary, except where the failure to be so qualified and in
good standing could not reasonably be expected to prevent or delay the
consummation of the Offer or the Merger.

         Section 6.2     AUTHORITY; NON-CONTRAVENTION; APPROVALS.

         (a) Parent and Subsidiary each has all requisite corporate power and
authority to enter into this Agreement and to consummate the Offer, the Merger
and the other transactions contemplated hereby. This Agreement has been approved
by the Boards of Directors of Parent and Subsidiary and the sole stockholder of
Subsidiary, and no other corporate proceedings on the part of Parent or
Subsidiary are necessary to authorize the execution and delivery of this
Agreement or the consummation by Parent and Subsidiary of the transactions
contemplated hereby. This Agreement has been duly executed and delivered by each
of Parent and Subsidiary, and constitutes a valid and legally binding agreement
of each of Parent and Subsidiary enforceable against each of them in accordance
with its terms except as enforcement thereof may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium and similar laws, both state and federal,
affecting the enforcement of creditors' rights or remedies in general as from
time to time in effect or (ii) the exercise by courts of equity powers.

         (b) The execution, delivery and performance of this Agreement by each
of Parent and Subsidiary and the consummation of the Offer, the Merger and the
other transactions contemplated hereby do not and will not violate, conflict
with or result in a breach of any provision of, or constitute a default (or an
event which, with, or without notice or lapse of time or both, would constitute
a default) under, or result in the termination of or a loss of a benefit under,
or accelerate the performance required by, or result in a right of termination
or acceleration under, or result in the creation of any Lien upon any


                                       25
<PAGE>   31

of the properties or assets of Parent or Subsidiary under any of the terms,
conditions or provisions of (i) the respective certificates of incorporation or
bylaws of Parent or any of its subsidiaries; (ii) any statute, law, ordinance,
rule, regulation, judgment, decree, order, injunction, writ, permit or license
of any court or Governmental Authority applicable to Parent or any of its
subsidiaries or any of their respective properties or assets; or (iii) any note,
bond, mortgage, indenture, deed of trust, loan, credit agreement, license,
franchise, permit, concession, contract, lease or other instrument, obligation
or agreement of any kind to which Parent or any of its subsidiaries is now a
party or by which Parent or any of its subsidiaries or any of their respective
properties or assets may be bound or affected; other than (in the case of
clauses (ii) and (iii) above), such violations, conflicts, breaches, defaults,
terminations, accelerations or creations of Liens that could not reasonably be
expected to prevent or delay the consummation of the Offer or the Merger.

         (c) Except for (i) the filings by Parent required by the HSR Act; (ii)
the filing of the Offer Documents with the SEC and such other reports under and
such compliance with the Exchange Act and the Securities Act and the rules and
regulations thereunder as may be required in connection with this Agreement and
the other transactions contemplated thereby; (iii) the making of the Merger
Filing with the Secretary of State of the State of Delaware in connection with
the Merger; (iv) the filing of reports with the U.S. Department of Commerce
regarding foreign direct investment in the United States; (v) compliance with
the rules and regulations of the NASDAQ; (vi) compliance with state securities
or Blue Sky Laws; and (vii) filings by Parent required by the Investment Canada
Act and by the Competition Act (Canada) (if any), (the filings and approvals
referred to in clauses (i) through (vii) are collectively referred to as the
"PARENT REQUIRED STATUTORY APPROVALS"), no declaration, filing or registration
with, or notice to, or authorization, consent or approval of, any Governmental
Authority is necessary for the execution and delivery of this Agreement by
Parent or Subsidiary or the consummation by Parent or Subsidiary of the
transactions contemplated hereby.

         Section 6.3     INFORMATION SUPPLIED.

         (a) Each of the Offer Documents and the other documents required to be
filed by Parent with the SEC in connection with the Offer, the Merger and the
other transactions contemplated hereby, will comply as to form, in all material
respects, with the requirements of the Exchange Act and the rules and
regulations promulgated thereunder, and no such document, nor any of the written
information supplied by Parent to the Company for inclusion in the Schedule
14D-9, the Proxy Statement or another filing required to be made by the Company
with the SEC in connection with the transactions contemplated by this Agreement
will on the date of its filing or dissemination or on the date it is supplied,
as the case may be, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading.

         (b) Notwithstanding the foregoing, no representation or warranty is
made by Parent or Subsidiary with respect to statements made or incorporated by
reference in any such documents filed by Parent or Subsidiary with the SEC based
on information supplied in writing by the Company for inclusion or incorporation
by reference therein.

         Section 6.4     FINANCING. Parent has and will have at each of (i) the
time of acceptance for purchase by Subsidiary of the shares of Company Common
Stock pursuant to the Offer and (ii) the Effective Time, and will make available
to Subsidiary (or cause to be made available), the funds necessary to consummate
the Offer and the Merger on the terms contemplated by this Agreement.



                                       26
<PAGE>   32

Section 6.5 SUBSIDIARY. Subsidiary was formed solely for the purposes of
engaging in the transactions contemplated hereby, and has engaged in no other
business activities and has conducted its operations only as contemplated
hereby.

         Section 6.6     BROKERS AND FINDERS. No agent, broker, investment
banker, financial advisor or other firm or person is entitled to any brokerage,
finder's, financial advisor's or other similar fee or commission for which the
Company or any of its subsidiaries could become liable in connection with the
transactions contemplated by this Agreement as a result of any action taken by
or on behalf of Parent or any of its subsidiaries, other than Bear, Stearns &
Co. Inc., whose fees and expenses will be paid by Parent.

                                  ARTICLE VII

                            COVENANTS OF THE PARTIES

         Section 7.1     MUTUAL COVENANTS.

         (a) GENERAL. Subject to the terms and conditions of this Agreement,
each of the parties shall (and shall cause its respective subsidiaries to) use
its reasonable best efforts to take all actions and to do all things necessary,
proper or advisable to consummate the Offer and the Merger and the other
transactions contemplated by this Agreement as promptly as possible, including,
without limitation, using its reasonable best efforts to (i) prepare, execute
and deliver such instruments and take or cause to be taken such actions as any
other party shall reasonably request, and (ii) after consultation with the other
parties, obtain any consent, waiver, approval or authorization from any third
party reasonably requested by such other party in order to maintain in full
force and effect any of the Company's Contracts, Company Permits, licenses or
other rights following the Offer, the Merger and the other transactions
contemplated hereby.

         (b) HSR ACT. Without limiting the generality of anything contained in
Section 7.1(a) or elsewhere in this Agreement, each of the parties undertakes
and agrees to file as soon as practicable, and in any event within seven
business days after the date hereof, a Notification and Report Form under the
HSR Act with the United States Federal Trade Commission (the "FTC") and the
United States Department of Justice, Antitrust Division (the "ANTITRUST
DIVISION") and other applicable antitrust or competition laws, rules or
regulations. Each of the parties shall (i) respond as promptly as practicable to
any inquiries received from the FTC, the Antitrust Division or other applicable
Governmental Authorities for additional information or documentation and to all
inquiries and requests received from any State Attorney General or other
Governmental Authority in connection with antitrust matters; and (ii) take all
commercially reasonable steps to avoid any extension of the waiting period under
the HSR Act and other applicable antitrust or competition laws, rules or
regulations; and (iii) refrain from entering into any agreement with the FTC,
the Antitrust Division or other applicable Governmental Authorities not to
consummate the transactions contemplated by this Agreement, except with the
prior written consent of the other parties hereto. Parent shall use its
reasonable best efforts to avoid or eliminate impediments under any antitrust,
competition, or trade regulation law that may be asserted by the FTC, the
Antitrust Division, any State Attorney General or any other Governmental
Authority with respect to the Offer or the Merger so as to enable the Closing to
occur as soon as reasonably possible; PROVIDED, HOWEVER, that nothing in this
Agreement shall require Parent or any of its affiliates to divest or hold
separate, or to agree to any material restrictions with respect to the operation
of, any business, division or operating unit of Parent or any of its affiliates.
Each of the parties or its counsel shall promptly notify the other party or its
counsel of any written or oral communication to that party or counsel from the
FTC, the Antitrust Division, any State Attorney General or any other
Governmental Authority and permit the other party or its counsel to review in
advance any proposed written communication to any of the foregoing.



                                       27
<PAGE>   33

         (c) OTHER GOVERNMENTAL MATTERS. Without limiting the generality of
anything contained in Section 7.1(a), Section 7.1(b) or elsewhere in this
Agreement, and subject to the terms and conditions of this Agreement, each of
the parties hereto shall (and shall cause its subsidiaries to) use its
reasonable best efforts to take any additional action that may be necessary,
proper or advisable to (i) obtain from any Governmental Authority any consent,
license, permit, waiver, approval, authorization (including, without limitation,
SEC "no-action" letters) required to be obtained by either Parent or the Company
or any of their subsidiaries in connection with the authorization, execution and
delivery of this Agreement and the consummation of the Offer and the Merger and
the other transactions contemplated hereby; (ii) make all necessary filings, and
thereafter make any required submissions with respect to the Offer and the
Merger and the other transactions contemplated hereby required under the
Securities Act and the Exchange Act and the rules and regulations thereunder,
and any other applicable federal, state securities or other laws, including
foreign law (whether national, regional or local); and (iii) effect all other
necessary registrations, filings and submissions. Each of the parties shall (and
shall cause each of their respective subsidiaries to) cooperate and use
reasonable best efforts vigorously to contest and resist any action, including
legislative, administrative or judicial action, and to have vacated, lifted,
reversed or overturned any decree, judgment, injunction or other order whether
temporary, preliminary or permanent that is in effect and restricts, prevents,
prohibits or otherwise bars the consummation of the Offer or the Merger or any
other transaction contemplated hereby.

         (d) RECOMMENDATION OF THE COMPANY'S BOARD OF DIRECTORS; STOCKHOLDER
APPROVAL; PREPARATION OF PROXY STATEMENT.

         (i) Subject to Section 8.2, the Company's Board of Directors shall not
withdraw or modify in any manner adverse to Parent its recommendations to the
Company's stockholders described in Section 1.2(a), and, as long as the
Company's Board of Directors shall not have withdrawn or modified in any manner
adverse to Parent and Subsidiary its recommendation to the Company's
stockholders described in Section 1.2(a) in accordance with Section 8.2(b), the
Company shall use its best efforts to solicit the acceptance of the Offer and,
if required, the Company Stockholders' Approval.

         (ii) If the Company Stockholders' Approval is required by law to
consummate the Merger, the Company shall, in accordance with applicable law and
its Certificate of Incorporation and Bylaws, as promptly as practicable
following the expiration of the Offer duly call, give notice of, convene and
hold a meeting of its stockholders (the "STOCKHOLDERS MEETING") for the purpose
of obtaining such approval. The record date for determining eligibility to vote
at the Stockholders Meeting shall be after the date on which Subsidiary shall
have purchased and paid for, and been recognized by the Company as the record
owner of, the shares of Company Common Stock duly tendered in and not withdrawn
prior to the expiration of the Offer. Subject to the fiduciary duties of the
Company's Board of Directors under applicable law, the Company shall, through
its Board of Directors, recommend to its stockholders that the Company
Stockholders' Approval be given. Notwithstanding the foregoing, if Parent and
Subsidiary shall acquire in the aggregate 90% or more of the then outstanding
shares of Company Common Stock pursuant to the Offer or otherwise, the parties
shall take all necessary and appropriate actions to cause the Merger, pursuant
to the terms thereof, to become effective as soon as reasonably practicable
after such acquisition without a meeting of the stockholders of the Company and
otherwise in accordance with Section 253 of the DGCL (including, without
limitation, adoption by the board of directors of Subsidiary of a short-form
plan of merger in accordance with the DGCL and consistent with the terms of the
Merger).

         (iii) If the Company Stockholders' Approval is required by law, the
Company shall, as soon as practicable following the expiration of the Offer,
prepare and file a preliminary proxy statement (as amended and supplemented, the
"PROXY STATEMENT") with the SEC and shall use its best efforts to respond to any
comments of the SEC or its staff, and to cause the Proxy Statement to be mailed



                                       28
<PAGE>   34

to the Company's stockholders as promptly as practicable after responding to all
such comments to the satisfaction of the staff. The Company shall notify Parent
promptly of the receipt of any comments from the SEC or its staff and of any
request by the SEC or its staff for amendments or supplements to the Proxy
Statement or for additional information and shall supply Parent with copies of
all correspondence between the Company or any of its representatives, on the one
hand, and the SEC or its staff, on the other hand, with respect to the Proxy
Statement or the Merger. If at any time prior to the Stockholders Meeting there
shall occur any event that should be set forth in an amendment or supplement to
the Proxy Statement, the Company shall promptly prepare, and, after consultation
with Parent and mail to its stockholders such an amendment or supplement. Parent
shall cooperate with the Company in the preparation of the Proxy Statement or
any amendment or supplement thereto and shall furnish the Company with all
information required to be included therein with respect to Parent or
Subsidiary. Parent and its counsel shall be given a reasonable opportunity to
review and comment upon the Proxy Statement and related proxy materials and any
such correspondence with the SEC or its staff or any proposed amendment or
supplement to the Proxy Statement prior to its filing with the SEC or
dissemination to the Company's stockholders and the Company shall not transmit
any such material to which Parent reasonably objects.

                 (iv) Parent agrees to cause all shares of Company Common Stock
purchased pursuant to the Offer and all other shares of the Company Common Stock
owned by Parent or Subsidiary to be voted in favor of the Merger.

                 (v) Without limiting the generality of the foregoing, each of
the parties shall correct promptly any information provided by it to be used
specifically in the Proxy Statement, if required, that shall have become false
or misleading in any material respect and shall take all steps necessary to file
with the SEC and have declared effective or cleared by the SEC any amendment or
supplement to the Proxy Statement so as to correct the same and to cause the
Proxy Statement as so corrected to be disseminated to the stockholders of the
Company, in each case to the extent required by applicable law.

         (e) NOTIFICATION OF CERTAIN MATTERS. Each of the parties agrees to (and
to cause their respective subsidiaries to) give prompt notice to each other of,
and to use reasonable best efforts to remedy, (i) the occurrence or failure to
occur of any event which occurrence or failure to occur would be likely to cause
any of such party's representations or warranties in this Agreement to be untrue
or inaccurate in any material respect at the Effective Time, and (ii) any
material failure on the part of the notifying party to comply with or satisfy
any covenant, condition or agreement to be complied with or satisfied by it
hereunder; PROVIDED, HOWEVER, that the delivery of any notice pursuant to this
Section 7.1(e) shall not limit or otherwise affect the remedies available
hereunder to the party receiving such notice.

         (f) PUBLIC STATEMENTS. Unless otherwise required by applicable law or
by obligations pursuant to any listing agreement with or rules of the NASDAQ or
any securities exchange, (i) the initial press release with respect to the
Offer, the Merger and the other transactions contemplated by this Agreement
shall require the prior mutual agreement and approval of both Parent and the
Company and (ii) any subsequent press releases or other public statements with
respect to the Offer or the Merger or the other transactions contemplated by
this Agreement shall be made only following prior consultation between Parent
and the Company.

         Section 7.2     CONDUCT OF THE COMPANY'S BUSINESS. During the period
from the date of this Agreement and continuing until the earlier of (i) the
Effective Time; (ii) the date designees of Parent or Subsidiary constitute a
majority of the members of the Board of Directors of the Company; or (iii)
termination of this Agreement pursuant to its terms, the Company covenants and
agrees that unless Parent shall otherwise consent in writing (such consent not
to be unreasonably withheld or delayed) or as



                                       29
<PAGE>   35

set forth in SECTION 7.2 OF THE COMPANY DISCLOSURE SCHEDULE or as otherwise
expressly permitted by this Agreement:

         (a) the business of the Company and the Company Subsidiaries shall be
conducted only in, and the Company and the Company Subsidiaries shall not take
any action, except in the ordinary course of business consistent with past
practice and the Company shall use reasonable best efforts to preserve intact
its and its subsidiaries present business organizations and goodwill and keep
available the services of its and its subsidiaries officers and key employees;

         (b) neither the Company nor any Company Subsidiary shall, directly or
indirectly, do any of the following: (i) sell, pledge, lease, dispose of or
encumber (or permit any subsidiary to sell, pledge, lease dispose of or
encumber) any property or assets, except for dispositions of inventory and
immaterial assets and encumbrances and pledges in the ordinary course of
business consistent with past practice; (ii) except as contemplated hereby,
amend or propose to amend its certificate or articles of incorporation or
by-laws (or comparable organizational documents); (iii) split, combine, or
reclassify any shares of its capital stock, or declare, set aside or pay any
dividend on or make any other distributions (whether in cash, stock, property or
otherwise) with respect to such shares (except for any dividends paid by a
wholly-owned direct or indirect Company Subsidiary to such Company Subsidiary's
parent); (iv) redeem, purchase, acquire or offer to acquire (or permit any
subsidiary to redeem, purchase, acquire, or offer to acquire) any shares of its
capital stock; or (v) enter into any contract, agreement, commitment or
arrangement with respect to any of the matters set forth in this paragraph (b);

         (c) neither the Company nor any Company Subsidiary shall (i) issue,
sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any
additional shares of, or securities convertible or exchangeable for, or any
options, warrants or rights of any kind to acquire any shares of, its capital
stock of any class or other property or assets whether pursuant to the Company
Stock Plans or otherwise; PROVIDED, HOWEVER, that the Company may issue shares
of Company Common Stock upon exercise of Options that are outstanding on the
date hereof and are exercised in accordance with their respective terms as in
effect on the date hereof; (ii) acquire or agree to acquire (by merger,
consolidation or acquisition of stock or assets) any corporation, partnership or
other business organization or division thereof (except an existing wholly-owned
subsidiary); (iii) incur, create or assume any indebtedness for borrowed money
or issue any debt securities in an amount exceeding $250,000 in the aggregate;
(iv) except in the ordinary course of business, consistent with past practice,
make any loans, advances or capital contributions to, or investments in, any
other person, other than by the Company or a wholly owned subsidiary of the
Company to the Company or any wholly owned subsidiary of the Company; (v) except
in the ordinary course of business, consistent with past practice, pay,
discharge or satisfy any claims, liabilities or obligations (absolute, accrued,
asserted or unasserted, contingent or otherwise); (vi) enter into or modify any
material lease, contract, agreement or commitment (including, without
limitation, any such contract, lease, agreement or commitment of a nature that
would be required to be filed as an exhibit to Form 10-K under the Exchange
Act), other than contracts for sale, lease or rent of the Company's or the
Company Subsidiaries' products in the ordinary course of business consistent
with past practice; (vii) terminate, amend, modify, assign, waive, release or
relinquish any contract rights or any other material rights or claims, including
without limitation any contract rights or other rights or claims arising under
insurance contracts or policies; (viii) settle or compromise any claim, action,
suit or proceeding pending or threatened against the Company, or, if the Company
may be liable or obligated to provide indemnification against the Company's
directors or officers, before any court, governmental agency or arbitrator,
except in the ordinary course of business; PROVIDED, HOWEVER, that nothing shall
require any action that might impair or otherwise affect the obligation of any
insurance carrier under any insurance policy maintained by the Company; (ix)
sell, assign or transfer any patents, trademarks, trade names, domain names,
copyrights, trade secrets or other intangible assets; (x) make any change in
officer or executive compensation other than in the ordinary course of business;
(xi) change its accounting



                                       30
<PAGE>   36

principles, practices or methods; or (xii) agree, in writing or otherwise, to
take any of the actions listed in (i) through (xi) above;

         (d) neither the Company nor any Company Subsidiary shall take any
action that would make any representation or warranty of the Company hereunder
untrue or inaccurate in any respect at, or as of any time prior to, the
Effective Time, or omit to take any action necessary to prevent any such
representation or warranty from being untrue or inaccurate in any such time; and

         (e) each of the Company and the Company Subsidiaries shall use its best
efforts, to the extent not prohibited by the foregoing provisions of this
Section 7.2, to maintain its relationships with its customers, licensors,
licensees, distributors and others having business dealings with them, and if
requested by Parent, the Company shall schedule, and the management of the
Company shall participate in, meetings of representatives of Parent with
employees of the Company or any Company Subsidiary.

                                  ARTICLE VIII

                      ADDITIONAL AGREEMENTS OF THE PARTIES.

         Section 8.1     ACCESS TO INFORMATION.

         (a) The Company and the Company Subsidiaries shall and shall cause its
and their officers, directors, employees, representatives and agents to, afford
to Parent and Subsidiary and each of their accountants, counsel, financial
advisors, employees, agents, officers and directors and other representatives
(the "PARENT REPRESENTATIVES") reasonable access during normal business hours
with reasonable notice throughout the period from the date hereof through the
Effective Time to all of the Company's properties, books, contracts, commitments
and records (including, but not limited to, Tax Returns and records) and, during
such period, shall furnish promptly to Parent or the Parent Representatives (i)
a copy of each report, schedule and other document filed by the Company pursuant
to the requirements of federal or state securities laws or filed by the Company
with the SEC in connection with the transactions contemplated by this Agreement,
and (ii) such other information concerning the Company's business, properties
and personnel as Parent shall reasonably request. Except as required by law,
Parent and its subsidiaries shall hold and shall use their reasonable best
efforts to cause the Parent Representatives to hold in strict confidence all
nonpublic documents and confidential information furnished to Parent, Subsidiary
and any Parent Representative in connection with the transactions contemplated
by this Agreement in accordance with the confidentiality agreement dated as of
September 26, 2000 between the Company and Parent (the "CONFIDENTIALITY
AGREEMENT").

         (b) No investigation pursuant to this Section 8.1 shall affect, add to
or subtract from any representations or warranties of the parties hereto or the
conditions to the obligations of the parties hereto to effect the Merger.

         Section 8.2     ACQUISITION PROPOSALS

         (a) Without limiting any of its other obligations under this Agreement,
the Company agrees that neither it nor any of the Company Subsidiaries nor any
of the officers or directors of it or the Company Subsidiaries shall, and that
it shall direct and use its reasonable best efforts to cause the Company and the
Company Subsidiaries' employees, agents and representatives (including any
investment banker, attorney or accountant retained by it or any of the Company
Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage
or facilitate (including by way of furnishing information) any inquiries or the
making of any proposal or offer (including without limitation an offer to
stockholders of the Company) for, or a transaction to effect, a merger,
reorganization, share exchange,



                                       31
<PAGE>   37

consolidation, business combination, recapitalization, liquidation, dissolution
or similar transaction involving it or any of the Company Subsidiaries (or a
material portion of the stock or assets of any of them) or any purchase or sale
of any material assets (including without limitation stock of the Company
Subsidiaries) of the Company and the Company Subsidiaries, taken as a whole, or
any purchase or sale of, or tender or exchange offer for, the equity securities
of the Company (or of the surviving parent entity in such transaction) or any of
the Company Subsidiaries (any such proposal, offer or transaction, other than a
proposal or offer made by Parent or an affiliate thereof, being hereinafter
referred to as an "ACQUISITION PROPOSAL"); (ii) have any discussion with or
provide any confidential information or data to any person relating to an
Acquisition Proposal, or knowingly facilitate any effort or attempt to make or
implement an Acquisition Proposal; (iii) approve or recommend, or propose
publicly to approve or recommend, any Acquisition Proposal; or (iv) approve or
recommend, or propose to approve or recommend, or execute or enter into, any
letter of intent, agreement in principle, merger agreement, acquisition
agreement, option agreement or other similar agreement related to any
Acquisition Proposal or propose or agree to do any of the foregoing.

         (b) Notwithstanding anything in this Agreement to the contrary, the
Company or its Board of Directors shall be permitted at any time prior to the
time of the Stockholders' Meeting (i) to the extent applicable, to comply with
Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an
Acquisition Proposal; (ii) to withdraw or change the recommendation of the
Company's Board of Directors in respect of the Offer, the Merger or this
Agreement or to approve or recommend or to propose publicly to approve or
recommend any Acquisition Proposal; (iii) to engage in any discussions or
negotiations with, or provide any information to, any person in response to an
unsolicited BONA FIDE written Acquisition Proposal by any such person; or (iv)
to enter into an agreement in principle or a definitive agreement with respect
to a Superior Proposal (as defined below), if and only to the extent that, in
any such case referred to in clause (ii), (iii) or (iv), (A)(x) in the case of
clause (ii) above, it has received an unsolicited BONA FIDE written Acquisition
Proposal from a third party and the Company's Board of Directors concludes in
good faith that such Acquisition Proposal constitutes a Superior Proposal (after
taking into account any concessions that may be offered by Parent pursuant to
clause (C) below) and (y) in the case of clause (iii) above, the Company's Board
of Directors concludes in good faith that such Acquisition Proposal reasonably
could be expected (without any change in the amount or type of consideration
offered) to constitute a Superior Proposal, (B) in the case of clauses (ii),
(iii) and (iv) above, the Board of Directors, following receipt of advice of
outside counsel, determines in good faith that the failure to take such action
would result in a breach of its fiduciary duties under applicable law, (C) prior
to the Company's Board of Directors taking or authorizing any action described
in clause (ii) or clause (iv) above, Parent shall have been notified at least
five business days in advance of the Company's Board of Directors' intention to
take or authorize such action and of the material terms and conditions of the
relevant Acquisition Proposal and shall have been provided at that time with a
copy of the relevant transaction document and any other relevant documents (and
subsequently notified of and provided with any changes to such terms, conditions
or documents) and shall have been afforded the right for at least five business
days to amend the terms of the Offer in response to such Acquisition Proposal,
(D) prior to providing any information or data to any person, the Company's
Board of Directors receives from such person an executed confidentiality
agreement having provisions that are customary in such agreements, as advised by
counsel, and no less restrictive of such person than the Confidentiality
Agreement, and (E) prior to providing any information or data to any person or
entering into discussions or negotiations with any person, the Company notifies
Parent promptly of such inquiries, proposals or offers received by, any such
information requested from, or any such discussions or negotiations sought to be
initiated or continued with, any of its representatives indicating, in
connection with such notice, the name of such person and the material terms and
conditions of any inquiries, proposals or offers.

         (c) The Company agrees that it will, and will cause its officers,
directors and representatives to, immediately cease and cause to be terminated
any activities, discussions or negotiations existing as of



                                       32
<PAGE>   38

the date of this Agreement with any parties conducted heretofore with respect to
any Acquisition Proposal. The Company shall promptly request each person that
has executed a confidentiality agreement in connection with its consideration of
a possible Acquisition Proposal to return (or, if required under the provisions
of the confidentiality agreement, destroy) all confidential information
previously furnished to such Person. The Company will promptly inform its
directors, officers, key employees, agents and representatives of the
obligations undertaken in this Section 8.2.

         (d) Nothing in this Section 8.2 shall (i) permit the Company to
terminate this Agreement (except as specifically provided in Article VIII
hereof) or (ii) affect any other obligation of the Company. The Company shall
not submit to the vote of its stockholders any Acquisition Proposal other than
the Merger.

         (e) As used in this Agreement, "SUPERIOR PROPOSAL" means a BONA FIDE
written proposal made by a person other than Parent or an affiliate of Parent
which the Company's Board of Directors concludes in good faith (following
receipt of the advice of its financial advisors and after consultation with
outside legal counsel), taking into account, among other things, all legal,
financial, regulatory and other aspects of the proposal and the person making
the proposal, (i) would, if consummated, result in a transaction that is more
favorable to the Company's stockholders (in their capacities as stockholders),
from a financial point of view, than the transactions contemplated by this
Agreement, (ii) is fully financed or reasonably capable of being fully financed
and (iii) is probable of completion.

         (f) The Company shall (i) notify Parent promptly (and in any event
within 24 hours) after receipt of any Acquisition Proposal (or any indication
that any person is considering marking an Acquisition Proposal) or any request
for non-public information relating to the Company or any of its Subsidiaries or
for access to the properties, books or records of the Company or any of its
subsidiaries by any person that may be considering making, or has made, an
Acquisition Proposal, (ii) notify Parent promptly of any material change to any
such Acquisition Proposal, indication or request and (iii) upon reasonable
request by Parent, provide Parent with all material information about any such
Acquisition Proposal, indication or request.

         (g) Any disclosure pursuant to Section 8.2(b)(i) shall be deemed to be
a withdrawal or adverse modification of the Company's Board of Directors for
purposes of Section 7.1(d)(i) unless the Company's Board of Directors expressly
reaffirms its recommendation of the Offer and the Merger.

         Section 8.3     EXPENSES AND FEES. Whether or not the Merger is
consummated, all costs and expenses incurred in connection with this Agreement
and the transactions contemplated hereby shall be paid by the party incurring
such expenses, except that the expenses incurred in connection with the filing,
printing and mailing of the Proxy Statement and the Offer Documents shall be
borne equally by Parent and the Company.

         Section 8.4     DIRECTORS' AND OFFICERS' INDEMNIFICATION.

         (a) Parent and Subsidiary agree that all rights to indemnification now
existing in favor of any current or former director or officer of the Company as
provided in the Company's Certificate of Incorporation or Bylaws or in a written
agreement between any such person and the Company in effect on the date hereof
shall survive the Merger and shall continue in full force and effect until the
expiration of all applicable statutes of limitation. Parent also agrees to (or
to cause the Surviving Corporation to) indemnify all current and former
directors and officers of the Company to the fullest extent the Company would be
permitted by Delaware Law to indemnify them with respect to all acts and
omissions arising out of such individuals' service as officers or directors of
the Company or any of its subsidiaries or as trustees, fiduciaries or
administrators of any plan for the benefit of employees occurring prior to the



                                       33
<PAGE>   39

Effective Time. Without limitation of the foregoing, in the event any such
person is or becomes involved in any capacity in any action, proceeding or
investigation in connection with any matter, including, without limitation, the
transactions contemplated by this Agreement, occurring prior to, and including,
the Effective Time, Parent will (or will cause the Surviving Corporation to) pay
such person's reasonable legal and other expenses of counsel selected by such
person and reasonably acceptable to Parent (including the cost of any
investigation, preparation and settlement) incurred in connection therewith
promptly after statements therefor are received by Parent; PROVIDED, HOWEVER,
that neither Parent nor the Surviving Corporation shall, in connection with any
one such action or proceeding or separate but substantially similar actions or
proceedings arising out of the same general allegations, be liable for
reasonable fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) at any time for all indemnified persons. Parent
shall be entitled to participate in the defense of any such action or
proceeding, and counsel selected by the indemnified person shall, to the extent
consistent with their professional responsibilities, cooperate with Parent and
any counsel designated by Parent. Parent shall pay all reasonable fees and
expenses, including attorneys' fees, that may be incurred by any indemnified
person in enforcing the indemnity and other obligations provided for in this
Section.

         (b) Parent agrees that the Company and, from and after the Effective
Time, the Surviving Corporation shall cause to be maintained in effect for not
less than six years from the Effective Time the current policies of directors'
and officers' liability insurance maintained by the Company by purchasing a
policy providing "tail" coverage for a period of not less than six years from
the Effective Time; PROVIDED, however, that the Surviving Corporation shall not
be required to pay an amount in excess of $400,000 for such policy providing
such "tail" coverage; and if the Surviving Corporation is unable to obtain the
insurance required by this Section, it shall obtain as much comparable insurance
as possible for an annual premium equal to such maximum amount.

         Section 8.5     EMPLOYEE BENEFITS. For not less than 90 days from the
Effective Time, Parent shall provide, and cause the Surviving Corporation to
provide, employee benefits under employee benefit plans to the employees and
former employees of the Company and its subsidiaries that are in the aggregate
no less favorable than those provided to such persons pursuant to Company Plans
on the date of this Agreement (excluding equity and equity-based compensation);
provided, however, that the provisions of this Section 8.5 will not prohibit
Parent or the Surviving Corporation from requiring normal and customary employee
contributions with respect to medical and other similar employee benefit plans.
Nothing herein shall prohibit any changes to any Company Plan that are (i)
required by law (including, without limitation, any applicable qualification
requirements of Section 401(a) of the Code); (ii) necessary as a technical
matter to reflect the transactions contemplated hereby; or (iii) required for
the Surviving Corporation to provide for or permit investment in its securities
or Parent's securities. Furthermore, nothing herein shall require Parent to
continue any particular Company Plan or prevent the amendment or termination
thereof (subject to the maintenance, in the aggregate, of the benefits as
provided in this Section 8.5 and to the obligation to provide benefits as
provided above).

         Section 8.6     LITIGATION. The Company shall give Parent the
opportunity to participate in the defense or settlement of any shareholder
litigation against the Company and its directors relating to the Offer, the
Merger and the other transactions contemplated by this Agreement until the
consummation of the Offer, and thereafter, Parent shall direct the defense of
such litigation and shall give the Company and its directors an opportunity to
participate in such litigation; PROVIDED, HOWEVER, that no settlement shall be
agreed to prior to the consummation of the Offer without Parent's consent, which
consent shall not be unreasonably withheld or delayed; and provided further that
no settlement requiring a payment or an admission of any wrongdoing by a current
or former director shall be agreed to without such person's consent.



                                       34
<PAGE>   40

         Section 8.7     ADDITIONAL SECURITIES REGULATORY MATTERS. The Company
shall, before the Effective Time, take all actions necessary to obtain an
exemption from the Quebec Securities Commission and any other applicable
securities regulatory authority for the issue and exercise of options and the
sale or resale of securities to or by the officers, directors and employees of
the Company or of any Company Subsidiary residing in the Province of Quebec,
Canada, pursuant to the Company Stock Plans.

         Section 8.8     2000 FORM 10-K. The Company shall, on or prior to March
15, 2001, file its Annual Report on Form 10-K for the year ended December 31,
2000, which shall include audited consolidated financial statements for the
Company and the Company Subsidiaries for the fiscal year ended December 31, 2000
that have been prepared in accordance with GAAP.

                                   ARTICLE IX

                                   CONDITIONS

         Section 9.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER.
The respective obligations of each party to effect the Merger are subject to the
satisfaction or waiver, where permissible, at or prior to the Effective Time, of
each of the following conditions:

         (a) if required by the DGCL, this Agreement shall have been duly
adopted by the requisite affirmative vote of the stockholders of the Company in
accordance with applicable law the Certificate of Incorporation and Bylaws of
the Company;

         (b) no statute, rule, regulation, executive order, decree, ruling,
judgment, decision, order or injunction shall have been enacted, entered,
promulgated, issued or enforced by any court or other Governmental Authority
which is in effect and has the effect of prohibiting restraining or enjoining
the consummation of the Merger; and

         (c) Subsidiary shall have accepted for payment and paid for all shares
of Company Common Stock duly tendered and not subsequently withdrawn pursuant to
the Offer.

                                   ARTICLE X

                        TERMINATION, AMENDMENT AND WAIVER

         Section 10.1 TERMINATION. This Agreement may be terminated and the
Merger may be abandoned at any time before the Effective Time, whether before or
after approval of this Agreement and the Merger by the stockholders of the
Company (if required by applicable law):

         (a) by mutual written consent, duly authorized by the Boards of
Directors of Parent and, subject to Section 1.4(c) the Company;

         (b) by either the Company or Parent if (i) any statute, rule,
regulation, executive order, decree, ruling, judgment, decision, order or
injunction of or by any court or other Governmental Authority of competent
jurisdiction which makes the consummation of the Merger illegal shall be in
effect and shall have become final and nonappealable; (ii) the Offer (as
extended and re-extended in accordance with Section 1.1) shall have expired
without the acceptance for payment of shares of Company Common Stock thereunder;
or (iii) the purchase of the shares of Company Common Stock pursuant to the
Offer (as extended and re-extended in accordance with Section 1.1) shall not
have occurred on or prior to the close of business on May 23, 2001 the ("OUTSIDE
DATE"); unless, in the case of any of clause (i), (ii) or (iii) above, such
event has been caused by a breach of this Agreement by the party seeking such
termination;



                                       35
<PAGE>   41

         (c) by Parent, if before the purchase of shares of Company Common Stock
pursuant to the Offer, the Board of Directors of the Company or any committee
thereof shall (i) have recommended an Acquisition Proposal or failed to publicly
announce its recommendation against an Acquisition Proposal within five business
days after the first public announcement of the Acquisition Proposal or in any
announcement or filing made with respect to an Acquisition Proposal pursuant to
Rule 14d-9 or Rule 14e-2 under the Exchange Act; (ii) have withdrawn, modified
or amended its approval or recommendation of the Offer, this Agreement or the
Merger or failed to reaffirm its approval or recommendation of the Offer or the
Merger or the adoption of the Agreement promptly upon Parent's reasonable
request; (iii) have executed an agreement in principle or definitive agreement
relating to an Acquisition Proposal or similar business combination with a third
party; or (iv) have resolved to do any of the foregoing;

         (d) by Parent, if before the purchase of shares of Company Common Stock
pursuant to the Offer, (i) any of the Company's representations and warranties
contained in this Agreement shall be inaccurate as of the date of this
Agreement, or shall have become inaccurate as of a date subsequent to the date
of this Agreement (as if made on such subsequent date) such that the condition
set forth in clause (c)(i) of ANNEX A would not be satisfied or (ii) any of the
Company's covenants contained in this Agreement shall have been breached such
that the condition set forth in clause (c)(ii) of ANNEX A would not be
satisfied, if in either case the Company shall have failed to cure such breach
within ten business days after written notice of the breach; provided, however,
that if an inaccuracy in the Company's representations and warranties or a
breach of a covenant by the Company is not curable by the Company prior to the
Outside Date no such notice or opportunity to cure shall be required;

         (e) by the Company prior to the acceptance for purchase of shares
pursuant to the Offer if (i) there shall have been a breach in any material
respect of any representation or warranty in this Agreement of Parent or
Subsidiary or (ii) Parent or Subsidiary shall have materially breached any
covenant or agreement contained in this Agreement, which breach, in the case of
both clause (i) and clause (ii) above, shall not have been cured prior to ten
business days following notice of such breach to Parent and Subsidiary by the
Company;

         (f) by the Company, if before the purchase of shares of Company Common
Stock pursuant to the Offer, the Board of Directors of the Company or any
committee thereof shall, after complying with Section 8.2(b) hereof, (i) have
recommended a Superior Proposal; or (ii) have authorized or permitted the
execution of an agreement in principle or definitive agreement relating to a
Superior Proposal or similar business combination with a third party.

         Section 10.2    EFFECT OF TERMINATION.

         (a) In the event of termination of this Agreement by either Parent or
the Company pursuant to the provisions of Section 10.1, this Agreement shall
forthwith become void and there shall be no liability or further obligation on
the part of the Company, Parent, Subsidiary or their respective officers or
directors (except for obligations in this Section 10.2(a), in the second
sentence of Section 8.1(a) and in Sections 8.3 and this Section 10.2, all of
which shall survive the termination). Nothing in this Section 10.2 shall relieve
any party hereto from liability for any willful and intentional breach of any
covenant or other agreement of such party contained in this Agreement.

         (b) Parent and the Company agree that (i) if Parent shall terminate
this Agreement (x) pursuant to Section 10.1(c) or (y) pursuant to Section
10.1(d)(ii) by reason of a breach of Section 7.1(d)(i) or Section 8.2, (ii) if
the Company shall terminate this Agreement pursuant to Section 10.1(f) or (iii)
this Agreement is terminated for any other reason (other than the breach of this
Agreement by Parent or Subsidiary and other than pursuant to Section 10.1(a))
and, in the case of this clause (iii) only, (x) at the time of such termination
there was pending an Acquisition Proposal from one or more third parties and



                                       36
<PAGE>   42

(y) within one year after such termination either (A) a transaction is
consummated with any such third party or any affiliate of such third party that
results in the stockholders of the Company immediately prior to the consummation
of such transaction owning less than 80% of the total voting power of the
Company immediately prior to the consummation of the transaction or in the sale
of assets representing 50% or more of the consolidated assets or revenues of the
Company and the Company Subsidiaries or (B) the Company enters into a definitive
agreement for such transaction, then the Company shall pay to Parent an amount
equal to $4,000,000. In addition, if Parent shall terminate this Agreement
pursuant to Section 10.1(b)(iii), Section 10.1(c) or Section 10.1(d) or if the
Company shall terminate this Agreement pursuant to Section 10.1(f), the Company
shall pay to Parent an amount (not to exceed $1,000,000 in the aggregate) equal
to all out-of-pocket expenses and fees payable by Parent, Subsidiary or any of
their affiliates to (i) all banks, investment banking firms and other financial
institutions for providing financial advice with respect to, or arranging or
committing to provide or providing any financing for, the acquisition of all
outstanding shares of Company Common Stock in the Offer and the Merger, and (ii)
to all lawyers, accountants and other professionals in respect of services
performed in connection with the transactions contemplated by this Agreement.

         (c) If the Company shall terminate this Agreement pursuant to Section
10.1(e), Parent shall pay to Company an amount (not to exceed $1,000,000 in the
aggregate) equal to all out-of-pocket expenses and fees payable by the Company
to the Company Financial Advisor and to all lawyers, accountants and other
professionals in respect of services performed in connection with the
transactions contemplated by this Agreement.

         (d) Any payment required to be made pursuant to this Section 10.2 shall
be made not later than three business days after the termination of this
Agreement or in the case of any payment required to be made by the Company under
Section 10.2(b)(ii), three business days after the execution of the definitive
agreement referred to therein, as applicable. All payments under this Section
10.2 shall be made by wire transfer of immediately available funds to an account
designated by the party entitled to receive payment.

         (e) The Company and Parent agree that any payment required to be made
pursuant to Section 10.2(b) shall represent liquidated damages and not a
penalty. The provisions of Sections 10.1 and 10.2 shall be the exclusive remedy
for any party for breach of any representation, warranty, covenant or agreement
contained in this Agreement.

         Section 10.3 AMENDMENT. This Agreement may not be amended except by
action taken by the parties' respective Boards of Directors or duly authorized
committees thereof and then only by an instrument in writing signed on behalf of
each of the parties hereto and in compliance with applicable law and Section
1.4(c). Subject to Section 1.4(c) and applicable law, such amendment may take
place at any time prior to the Closing Date and whether before or after the
Company Stockholders' Approval is obtained; PROVIDED, HOWEVER, that after the
Company Stockholders' Approval is obtained, no amendment may be made which would
reduce the amount or change the kind of consideration to be received by the
holders of Company Common Stock upon consummation of the Merger or alter or
change any of the terms and conditions of this Agreement if such alteration or
change would adversely effect the holders of any class or series of securities
of the Company.

         Section 10.4 EXTENSION; WAIVER. At any time prior to the Effective
Time, subject to Section 1.4(c), any party hereto may (a) extend the time for
the performance of any of the obligations or other acts of the other party, (b)
waive any inaccuracies in the representations and warranties of the other party
contained herein or in any document, certificate or writing delivered pursuant
hereto, or (c) waive compliance by the party with any of the agreements or
conditions contained herein. Any agreement on the part of any party hereto to
any such extension or waiver shall be valid only if set forth in an



                                       37
<PAGE>   43

instrument in writing signed on behalf of such party. The failure of any party
hereto to assert any of its rights hereunder shall not constitute a waiver of
such rights.

                                   ARTICLE XI

                               GENERAL PROVISIONS

         Section 11.1    NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES. None of
the representations, warranties, covenants or agreements in this Agreement or in
any instrument delivered pursuant to this Agreement shall survive the Effective
Time, and after the Effective Time, none of the Company, Parent, Subsidiary or
their respective officers or directors shall have any further obligation with
respect thereto except for the representations, warranties or agreements that by
their terms apply or are to be performed in whole in part after the Effective
Time.

         Section 11.2    NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally, mailed by
registered or certified mail, postage prepaid return receipt requested) or sent
via facsimile to the parties at the following addresses:

         If to Parent or Subsidiary, to:

         Inveresk Research Group Limited
         Elphinstone Research Centre
         Tranet, East Lothian
         EH33 2NE
         Scotland, United Kingdom
         Facsimile:  +44 1875 614 555
         Attention: Stewart G. Leslie

         with a copy to:

         Clifford Chance Rogers & Wells LLP
         200 Park Avenue
         New York, New York 10166
         Telecopier:  (212) 878-8375
         Attention: John A. Healy, Esq.

         If to the Company, to:

         ClinTrials Research Inc.
         11000 Weston Parkway
         Suite 100
         Cary, North Carolina 27513
         Facsimile: (919) 462-2336
         Attention:  Paul Ottaviano

         with a copy to:
         Harwell Howard Hyne Gabbert & Manner, P.C.
         315 Deaderick Street, Suite 1800
         Nashville, Tennessee 37238-1800
         Telecopier:  (615) 251-1059
         Attention:    Mark Manner, Esq.



                                       38
<PAGE>   44

or at such other address as any party hereto shall have designated by notice in
writing to the other parties hereto. Notices shall be deemed duly received (a)
on the date of delivery if delivered personally, or by telecopy or facsimile,
upon confirmation of receipt, or (b) on the tenth business day following the
date of mailing if delivered by registered or certified mail, return receipt
requested, postage prepaid.

         Section 11.3    GOVERNING LAW; VENUE. This Agreement shall be governed
in all respects including validity, interpretation and effect, by the laws of
the State of Delaware applicable to contracts executed and to be performed
wholly within such state. The exclusive venue for any proceeding brought by any
party to this Agreement against another party in respect of the subject matter
of this Agreement shall be the Delaware Chancery Court or, in the alternative,
any Federal or State Court having proper jurisdiction and sitting in the Borough
of Manhattan, New York, and each party hereby consents to such venue and waives
all rights to object to such venue, whether on the grounds of forum non
conveniens or otherwise.

         Section 11.4    THIRD PARTY BENEFICIARIES. This Agreement shall be
binding upon and inure solely to the benefit of each party hereto, and except as
set forth in this Agreement; nothing in this Agreement, express or implied, is
intended to confer upon any other person any rights or remedies of any nature
whatsoever under or by reason of this Agreement; provided that the provisions of
Section 8.4 hereof are for the benefit of, and shall be enforceable by, each of
the current and former directors and officers of the Company.

         Section 11.5    SEVERABILITY. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any law or
public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner in
order that the transactions contemplated hereby are consummated as originally
contemplated to the greatest extent possible.

         Section 11.6    ASSIGNMENT. Neither this Agreement nor any of the
rights, interests or obligations under this Agreement shall be assigned, in
whole or in part, by operation of law or otherwise by any of the parties hereto
without the prior written consent of the other parties. Any assignment in
violation of the preceding sentence shall be null and void. Subject to the
preceding sentence, this Agreement will be binding upon, inure to the benefit
of, and be enforceable by, the parties and their respective successors and
assigns.

         Section 11.7    ENFORCEMENT. The parties agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms. It is accordingly agreed that
the parties shall be entitled to specific performance of the terms hereof, this
being in addition to any other remedy to which they are entitled at law or in
equity.

         Section 11.8    COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same agreement.

         Section 11.9    ENTIRE AGREEMENT. This Agreement (including Annex A and
the documents and instruments referred to herein) constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof,
and supersede all prior agreements and understandings, both oral and written,
among the parties with respect to the subject matter of this Agreement. No
representations, warranty, promise, inducement or statement of intention has
been made by any party that is not embodied in this Agreement or such other
documents, and none of the parties shall be bound by, or be liable for, any



                                       39
<PAGE>   45

alleged representation, warranty, promise, inducement or statement of intention
not embodied herein or therein.

                            [Signature Page Follows]



                                       40
<PAGE>   46

         IN WITNESS WHEREOF, Parent, Subsidiary and the Company have caused this
Agreement and Plan of Merger to be signed by their respective officers as of the
date first written above.

                                               INVERESK RESEARCH GROUP LIMITED


                                               By: /s/ Walter S. Nimmo
                                                  ------------------------------
                                                  Name:   Walter S. Nimmo
                                                  Title:  Chief Executive




                                               INDIGO ACQUISITION CORP.



                                               By: /s/ Walter S. Nimmo
                                                  ------------------------------
                                                  Name:   Walter S. Nimmo
                                                  Title:  President




                                               CLINTRIALS RESEARCH INC.



                                               By: /s/ Paul Ottaviano
                                                  ------------------------------
                                                  Name: Paul Ottaviano
                                                  Title: President


                                       41
<PAGE>   47


                                     ANNEX A
                                       TO
                          AGREEMENT AND PLAN OF MERGER



         CONDITIONS TO THE OFFER. Notwithstanding any other provision of the
Offer or the Agreement, in addition to (and not in limitation of) Subsidiary's
rights pursuant to the Agreement to extend and amend the Offer in accordance
with the Agreement, and subject to any applicable rules and regulations of the
SEC, including Rule 14e-1(c)) under the Exchange Act relating to Subsidiary's
obligation to pay for or return tendered shares of Company Common Stock after
termination of the Offer, Subsidiary shall not be required to accept for payment
or, pay for and may delay the acceptance for payment of or, subject to Rule
14e-1(c) of the Exchange Act, the payment for, any tendered shares of Company
Common Stock not theretofore accepted for payment or paid for, and Subsidiary
may amend the Offer (subject to Section 1.1 of the Agreement) if (i) a number of
shares of Company Common Stock representing at least a majority of the sum of
(x) the total number of outstanding shares of Company Common Stock plus (y) the
total number of shares of Company Common Stock issuable upon exercise of
outstanding options, warrants, conversion privileges and other similar rights
shall not have been validly tendered prior to the expiration of the Offer and
not withdrawn or otherwise acquired by Parent or any of its affiliates prior to
the expiration of the Offer ("MINIMUM CONDITION"); (ii) any applicable waiting
period under the HSR Act or the Investment Canada Act or Competition Act
(Canada) shall not have expired or been terminated; or (iii) at any time on or
after the date of the Agreement and prior to the time of acceptance of such
shares of Company Common Stock for payment pursuant to the Offer or the payment
therefor, any of the following conditions has occurred and continues to exist
through the time of acceptance for payment or payment:

         (a) there shall be pending any suit, action, or proceeding (i)
challenging the acquisition by Parent or Subsidiary of the shares of Company
Common Stock, seeking to make illegal, materially delay, make materially more
costly or otherwise directly or indirectly restrain or prohibit the making or
consummation of the Offer and the Merger or the performance of any of the other
transactions contemplated by this Agreement or seeking to obtain from the
Company, Parent or Subsidiary any damages or penalties that are material in
relation to the Company and its subsidiaries taken as whole; (ii) seeking to
prohibit or materially limit the ownership or operation by the Company, Parent
or any of their respective subsidiaries or affiliates of any of the businesses
or assets of the Company, Parent or any of their respective subsidiaries or
affiliates, or to compel the Company, Parent or any of their respective
subsidiaries or affiliates to dispose of or hold separate all or any material
portion of the businesses or assets of the Company or Parent, as a result of the
Offer, the Merger or any of the other transactions contemplated by this
Agreement; (iii) seeking to impose material limitations on the ability of Parent
or Subsidiary to acquire or hold, or exercise full rights of ownership of, any
shares of Company Common Stock accepted for payment pursuant to the Offer
including, without limitation, the right to vote the shares of Company Common
Stock accepted for payment by it on all matters properly presented to the
stockholders of the Company; (iv) seeking to prohibit Parent or any of its
subsidiaries or affiliates from effectively controlling in any material respect
the business or operations of the Company or its subsidiaries; (v) requiring
divestiture by Subsidiary or any of its affiliates of any shares of Company
Common Stock; or (vi) which otherwise would, if adversely determined, have a
Company Material Adverse Effect.

         (b) there shall be any statute, rule, regulation, executive order,
decree, ruling, judgment, decision, order or injunction (including with respect
to competition or antitrust matters) enacted, entered, enforced, promulgated,
issued or enforced, or any statute, rule, regulation, executive order, decree,
ruling, judgment, decision, order or injunction which has been proposed by the
relevant legislative, judicial or regulatory body with respect to or deemed
applicable to, or any material consent or approval withheld or


<PAGE>   48

any other action taken with respect to (i) Parent, the Company or any of their
respective subsidiaries or affiliates or (ii) the Offer or the Merger or any of
the other transactions contemplated by this Agreement, by any court or other
Governmental Authority, other than applicable waiting periods under the HSR Act
as specified in the introductory paragraph above, in any case, that in the
reasonable judgment of Parent, has resulted or is reasonably likely to result,
directly or indirectly, in any of the consequences referred to in clauses (i)
though (vi) of paragraph (a) above;

         (c) (i) the representations and warranties of the Company contained in
the Agreement shall not be true and correct in all material respects at the date
hereof and as of the consummation of the Offer with the same effect as if made
at and as of the consummation of the Offer (except to the extent such
representations and warranties specifically relate to an earlier date, in which
case such representations and warranties shall be true and correct in all
material respects as of such earlier date); provided, however, that this
condition shall not be satisfied if the representation set forth in Section
5.5(d) of the Agreement is not true and correct at the date hereof or at
consummation of the Offer; (ii) the Company shall have failed to perform or
comply in all material respects with its covenants and obligations contained in
the Agreement, which failure to perform has not been cured within ten business
days after the giving of written notice to the Company; provided, however, that
this condition shall not be satisfied if the Company fails to perform or comply
with the covenant set forth in Section 8.8 of the Agreement; or (iii) there
shall have occurred since the date of the Agreement any events or changes which,
individually or in the aggregate, constitute or may reasonably be expected to
have a Company Material Adverse Effect.

         (d) the Board of Directors of the Company or any committee thereof
shall (i) have recommended an Acquisition Proposal or failed to publicly
announce its recommendation against an Acquisition Proposal within five business
days after the first public announcement of the Acquisition Proposal; (ii) have
withdrawn, modified in a manner adverse to Parent or Subsidiary (including by
amendment of the Schedule 14D-9), or amended in a manner adverse to Parent or
Subsidiary its approval or recommendation of the Offer, this Agreement or the
Merger, or failed to reaffirm its approval or recommendation of the Offer or the
Merger or the adoption of the Agreement upon Parent's reasonable request, or
recommended an Alternative Proposal; (iii) have executed an agreement in
principle or a definitive agreement relating to an Acquisition Proposal or
similar business combination with an entity other than Parent, Subsidiary or
their affiliates, or (iv) have resolved to do any of the foregoing;

         (e) the Agreement shall have been terminated in accordance with its
terms, or any event shall have occurred which gives Parent or Subsidiary the
right to terminate the Agreement or not consummate the Merger;

         (f) there shall have occurred and be continuing (i) any general
suspension of trading in, or limitation in prices for securities on any national
securities exchange or in the over-the-counter market (other than as a result of
market circuit-breakers or other similar procedures); (ii) the declaration of a
banking moratorium or any suspension of payments in respect of banks in the
United States, the United Kingdom or Canada (whether or not mandatory); (iii)
any limitation (whether or not mandatory), by a United States, United Kingdom or
Canadian governmental authority or agency on the extension of credit by banks or
other financial institutions which in the reasonable judgment of Parent or
Subsidiary, in any such case, makes it inadvisable to proceed with the Offer or
with such acceptance for payment or payments; (iv) a commencement of war or
armed hostilities or other national or international calamity directly or
indirectly involving the United States, the United Kingdom or Canada, which has
a significant adverse effect on the functioning of financial markets in the
United States, the United Kingdom or Canada; or (v) in the case of any of the
foregoing existing at the time of the commencement of the Offer, a material
acceleration or worsening thereof;



                                       2
<PAGE>   49

         (g) all consents, registrations, approvals, permits, authorizations,
notices, reports or other filings required to be obtained or made by the
Company, Parent or Subsidiary with or from any Governmental Authority or third
party in connection with the execution, delivery and performance of the
Agreement, the Offer and the consummation of the transactions contemplated by
this Agreement shall not have been made or obtained and such failure could
reasonably be expected to have a Company Material Adverse Effect; or

         (h) it shall have been publicly disclosed that any Person, entity or
"group" (as defined in Section 13(d)(3) of the Exchange Act) shall have acquired
beneficial ownership (as determined pursuant to Rule 13d-3 promulgated under the
Exchange Act) of more than 20% of the then-outstanding shares of Company Common
Stock, through the acquisition of stock, the formation of a group or otherwise.

Subject to the provisions of Section 1.1 of the Agreement, the foregoing
conditions are solely for the benefit of Parent and Subsidiary and may be waived
by either Parent or Subsidiary, in whole or in part at any time and from time to
time, in the sole discretion of Parent and Subsidiary. The failure by Parent and
Subsidiary at any time to exercise any of the foregoing rights shall not be
deemed a waiver of any such right and each such right shall be deemed an ongoing
right which may be asserted at any time and from time to time.



                                       3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.D.2
<SEQUENCE>12
<FILENAME>y45952mex99-d_2.txt
<DESCRIPTION>STOCKHOLDERS AGREEMENT
<TEXT>

<PAGE>   1


                                                                  EXECUTION COPY

                             STOCKHOLDERS AGREEMENT

               THIS STOCKHOLDERS AGREEMENT (this "Agreement"), dated as of
February 22, 2001, by and among INVERESK RESEARCH GROUP LIMITED, a corporation
organized under the laws of Scotland ("Parent"), INDIGO ACQUISITION CORP., a
Delaware corporation ("Subsidiary") and a wholly owned subsidiary of Parent, and
each of the Persons listed on the signature pages hereto (each in such person's
individual capacity, a "Stockholder", and collectively, the "Stockholders").

               WHEREAS, each of the Stockholders is, as of the date hereof, the
record and beneficial owner of the number of shares of capital stock of
Clintrials Research Inc., a Delaware corporation (the "Company"), set forth on
Annex I hereto;

               WHEREAS, concurrently with the execution and delivery of this
Agreement, Parent, Subsidiary and the Company are entering into an Agreement and
Plan of Merger, dated the same date as this Agreement (the "Merger Agreement";
capitalized terms used but not defined in this Agreement have the same meanings
ascribed to those terms in the Merger Agreement), which provides, among other
things, for the acquisition of the Company by Parent by means of a cash tender
offer (the "Offer") by Subsidiary for all of the outstanding shares of Company
Common Stock and for the subsequent merger (the "Merger") of Subsidiary with and
into the Company upon the terms and subject to the conditions set forth in the
Merger Agreement; and

               WHEREAS, as a condition to the willingness of Parent and
Subsidiary to enter into the Merger Agreement, and in order to induce Parent and
Subsidiary to enter into the Merger Agreement, the Stockholders have agreed to
enter into this Agreement.

               NOW, THEREFORE, in consideration of the execution and delivery by
Parent and Subsidiary of the Merger Agreement and the foregoing and the mutual
representations, warranties, covenants and agreements set forth herein and
therein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

        Section 1. Representations and Warranties of the Stockholders. Each of
the Stockholders hereby represents and warrants to Parent and Subsidiary,
severally and not jointly, as follows:

                        (a) Such Stockholder is the record and beneficial owner
of the number of shares of capital stock of the Company (as may be adjusted from
time to time pursuant to Section 7 hereof, the "Shares") set forth opposite the
Stockholder's name on Annex I hereto. On the date hereof, the Shares opposite
such Stockholder's name on Annex I constitute all of the Shares owned by such
Stockholders. Such Stockholder has the exclusive right to vote or dispose of (or
exercise the voting or disposition of) such Shares.

                        (b) If such Stockholder is an individual, such
Stockholder has the legal capacity to execute and deliver this Agreement and to
consummate the transactions contemplated hereby.

                        (c) If such Stockholder is a corporation, general
partnership, limited partnership, limited liability company or any other
corporate entity, such Stockholder is duly organized, validly existing and in
good standing under the laws of its respective jurisdiction of organization, and
such Stockholder has all requisite power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby and has taken
all corporate, partnership or other action necessary to authorize the execution,
delivery and performance of this Agreement.


<PAGE>   2

                        (d) This Agreement has been duly authorized by all
requisite action (corporate, partnership or other) on the part of such
Stockholder, has been validly executed and delivered by such Stockholder and
constitutes the legal, valid and binding obligation of such Stockholder,
enforceable against such Stockholder in accordance with its terms, except as
limited by bankruptcy, insolvency, reorganization, moratorium or other laws
affecting enforcement of creditors' rights generally and by general equitable
principles (regardless of whether such enforceability is considered in a
proceeding in equity or at law).

                        (e) The execution and delivery of this Agreement by such
Stockholder do not, and the performance by such Stockholder of such
Stockholder's obligations under this Agreement will not, (i) conflict with,
result in a violation or breach of, constitute (with or without notice or lapse
of time or both) a default under, result in or give to any person any right of
termination, cancellation, modification or acceleration of, or result in the
creation or imposition of any Lien upon any of the assets or properties of such
Stockholder under, any of the terms, conditions or provisions of (A) the
certificates of articles of incorporation or by laws (or other comparable
organizational documents) of (x) any law or order of any Governmental Authority
applicable to such Stockholder or any of such Stockholder's assets or
properties, or (y) any contract to which such Stockholder is a party or by which
such Stockholder or any of such Stockholder's assets or properties is bound, or
(ii) require any filing by such Stockholder with, or any permit, authorization,
consent or approval of, any Governmental Authority or any third party. There is
no beneficiary or holder of a voting trust certificate or other interest of any
trust of which such Stockholder is a trustee whose consent is required for the
execution and delivery of this Agreement or the consummation by such Stockholder
of the transactions contemplated hereby.

                        (f) The Shares and the certificates representing the
Shares owned by such Stockholder are now and at all times during the term hereof
will be held by such Stockholder, or by a nominee or custodian for the benefit
of such Stockholder, free and clear of all liens, claims, security interests,
proxies, voting trusts or agreements, understandings or arrangements or any
other encumbrances whatsoever, except for any such encumbrances or proxies
arising hereunder, and not subject to any preemptive rights.

        Section 2. Representations and Warranties of Parent and Subsidiary. Each
of Parent and Subsidiary hereby represents and warrants to the Stockholders as
follows:

                        (a) Each of Parent and Subsidiary is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of incorporation or organization, respectively and each of them has
full corporate power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby and has taken all necessary
corporate action to authorize the execution, delivery and performance of this
Agreement.

                        (b) This Agreement has been duly authorized, executed
and delivered by each of Parent and Subsidiary and constitutes the legal, valid
and binding obligation of each of Parent and Subsidiary, enforceable against
each of them in accordance with its terms, except as limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
enforcement of creditors' rights generally and by general equitable principles
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

                        (c) The execution and delivery of this Agreement by
Parent and Subsidiary do not, and the performance by Parent and Subsidiary of
their obligations hereunder and the consummation of the transactions
contemplated hereby will not, (i) conflict with, result in a violation or breach
of, constitute (with or without notice or lapse of time or both) a default
under, result in or give to any person any right of termination, cancellation,
modification or acceleration of, or result in the creation or

                                       2
<PAGE>   3

imposition of any Lien upon any of the assets or properties of Parent or
Subsidiary under, any of the terms, conditions or provisions of (A) the
certificates or articles of incorporation or bylaws (or other comparable
organizational documents) of Parent or Subsidiary or (B) (x) any law or order of
any Governmental Authority applicable to Parent or Subsidiary or any of their
respective assets or properties, or (y) any contract to which Parent or
Subsidiary is a party or by which Parent or Subsidiary or any of their
respective assets or properties is bound, excluding from the foregoing clauses
(x) and (y) conflicts, violations, breaches, defaults, terminations,
modifications, accelerations and creations and impositions of Liens which,
individually or in the aggregate, could not be reasonably expected to have a
material adverse effect on the ability of Parent or Subsidiary to consummate the
transactions contemplated by this Agreement, or (ii) require any filing by
Parent or Subsidiary with, or any permit, authorization, consent or approval of,
any Governmental Authority.

        Section 3. Purchase and Sale of the Shares. Each Stockholder hereby
agrees to tender the Shares set forth opposite such Stockholder's name on Annex
I to this Agreement in response to the Offer promptly, and in any event no later
than the fifth business day following the commencement of the Offer pursuant to
Section 1.1 of the Merger Agreement and not to withdraw any Shares so tendered
unless the Offer is terminated or has expired; provided, that if such
Stockholder shall hereafter acquire shares of Company Common Stock, then any
such Shares shall be tendered in response to the Offer on the next succeeding
business day after such acquisition. Subsidiary hereby agrees to purchase all
the Shares so tendered at a price per Share equal to $6.00 or any higher price
that may be paid in the Offer; provided, however, that Subsidiary's obligation
to accept for payment and pay for the Shares in the Offer is subject to all the
terms and conditions of the Offer set forth in the Merger Agreement, including
Annex A thereto.

        Section 4. Voting. Each Stockholder hereby agrees that such Stockholder:
(i) will vote all Shares owned by the Stockholder in favor of the Merger and the
Merger Agreement, at any meeting of the Company's stockholders, or, if requested
by Parent or Subsidiary, execute and deliver written consents to the same effect
and (ii) will vote against, and will not vote or grant any consent in favor of,
or that would facilitate, any Acquisition Proposal other than the Merger and the
other transactions contemplated by the Merger Agreement.

        Section 5. Transfer of the Shares. Prior to the termination of this
Agreement, except as otherwise provided in this Agreement, none of the
Stockholders shall: (i) transfer (which term shall include, without limitation,
for the purposes of this Agreement, any transfer of beneficial ownership,
including any sale, gift, pledge or other disposition), or consent to any
transfer of, any or all of the Shares; (ii) enter into any contract, option or
other agreement or understanding with respect to any transfer of any or all of
the Shares or any interest therein; (iii) grant any proxy, power-of-attorney or
other authorization or consent in or with respect to the Shares; (iv) deposit
the Shares into a voting trust or enter into a voting agreement or arrangement
with respect to the Shares; or (v) take any other action that would in any way
restrict, limit or interfere with the performance of such Stockholder's
obligations under this Agreement or the transactions contemplated by this
Agreement. Notwithstanding the foregoing, any Stockholder that is a natural
person may transfer Shares to his or her spouse or lineal descendant or to a
trust for the benefit of any one or more such family members, provided the
transferee agrees in writing, in such a manner as Parent reasonably may request,
to be bound by the provisions of this Agreement as if named as a Stockholder,
and provided the transferor remains responsible for the transferee's performance
of its obligations under this Agreement. Nothing in this Section 5 shall
prohibit a transfer by one Stockholder to another Stockholder.

        Section 6. Grant of Irrevocable Proxy; Appointment of Proxy.

                        (a) Each Stockholder hereby irrevocably grants to, and
appoints, Parent and any nominee thereof, such Stockholder's proxy and
attorney-in-fact (with full power of substitution), for and

                                       3
<PAGE>   4

in the name, place, and stead of such Stockholder, to vote such Stockholder's
Shares, or grant a consent, waiver or approval in respect of such Stockholder's
Shares, in connection with any meeting of the Stockholders of the Company or
otherwise, (i) in favor of the Merger and the other transactions and actions
contemplated by the Merger Agreement and (ii) against any action or agreement
which would impede, interfere with or prevent the Merger, including any
Acquisition Proposal other than the Merger.

                        (b) Each Stockholder represents that any proxies
heretofore given in respect of the Shares are not irrevocable, and that all such
proxies are hereby revoked.

                        (c) Each Stockholder hereby affirms that the proxy set
forth in this Section 6 is irrevocable and is given in connection with the
execution of the Merger Agreement, and that such irrevocable proxy is given to
secure the performances of the duties of such Stockholder under this Agreement.
Each Stockholder hereby further affirms that the irrevocable proxy granted
hereby is coupled with an interest in the Shares and, except as set forth in
Section 10 of this Agreement, is intended to be irrevocable in accordance with
the provisions of Section 212(e) of the Delaware General Corporation Law.

        Section 7. Certain Events. In the event of any stock split, stock
dividend, merger, reorganization, recapitalization or other change in the
capital structure of the Company affecting the Shares or the acquisition of
additional shares of capital stock or other securities or rights of the Company
by any Stockholder, the number of Shares shall be adjusted appropriately, and
this Agreement and the rights and obligations hereunder shall attach to any
additional shares of Company Common Stock or other securities or rights of the
Company issued to or acquired by any such Stockholder.

        Section 8. Certain Other Agreements. From the date of this Agreement
until the earlier of the termination of this Agreement or the Effective Time,
none of the Stockholders shall, and none of the Stockholders shall authorize or
permit any advisor or representative retained by or acting for or on behalf of
any such Stockholder to, directly or indirectly, (i) initiate, solicit,
encourage or facilitate (including by way of furnishing information) any
inquiries or the making of any proposal or offer (including without limitation
an offer to stockholder of the Company) for an Acquisition Proposal, other than
the transactions contemplated by the Merger Agreement or by this Agreement or
(ii) have any discussion with or provide any confidential information or data to
any person relating to an Acquisition Proposal, or knowingly facilitate any
effort or attempt to make or implement an Acquisition Proposal.

        Section 9. Further Assurances. Each Stockholder shall, upon request of
Parent or Subsidiary, execute and deliver any additional documents and take such
further actions as may reasonably be deemed by Parent or Subsidiary to be
necessary or desirable to carry out the provisions hereof and to vest in Parent
the power to vote, grant consents and grant waivers with respect to the Shares
as contemplated by Section 6 of this Agreement.

        Section 10. Termination. Except as otherwise provided in this Agreement,
this Agreement, and all rights and obligations of the parties hereunder, shall
terminate immediately upon the earlier of (i) the acquisition by Parent, through
Subsidiary or otherwise, of all the Shares or (ii) the Effective Time; provided,
however, that Section 12(k) shall survive any termination of this Agreement.

        Section 11. Public Announcements. Each of the Stockholders, Parent and
Subsidiary agrees that it will not issue any press release or otherwise make any
public statement with respect to this Agreement or the transactions contemplated
hereby without the prior consent of the other party, which consent shall not be
unreasonably withheld or delayed; provided, however, that such disclosure can be
made without obtaining such prior consent if (i) the disclosure is required by
law, and (ii) the party making such

                                       4
<PAGE>   5

disclosure has first used its best efforts to consult with the other party about
the form and substance of such disclosure.

        Section 12. Miscellaneous.

                        (a) All notices, requests and other communications
hereunder must be in writing and will be deemed to have been duly given only if
delivered personally or by facsimile transmission or mailed (first class postage
prepaid) to the parties at the following addresses or facsimile numbers:

                        (A)  if to any or all of the Stockholders, to them in
                             care of:

                             ClinTrials Research Inc.
                             11000 Weston Parkway
                             Suite 100
                             Cary, North Carolina 27513
                             Facsimile: (919) 462-2336
                             Attention:  Paul Ottaviano

                with a copy to:

                             Harwell Howard Hyne Gabbert & Manner, P.C.
                             315 Deaderick Street, Suite 1800
                             Nashville, Tennessee 37238-1800
                             Facsimile:  (615) 251-1059
                             Attention: Mark Manner, Esq.

                        (B)  if to Parent or Subsidiary, to:

                             Inveresk Research Group Limited
                             Elphinstone Research Centre
                             Tranent, East Lothian EH33 2NE
                             Scotland, United Kingdom
                             Facsimile:  44 1875 614 555
                             Attention:  Stewart G. Leslie

                with a copy to:

                             Clifford Chance Rogers & Wells LLP
                             200 Park Avenue
                             New York, New York 10166
                             Facsimile:  (212) 878-8375
                             Attention:  John A. Healy, Esq.

                        (C)  if to the Company, to:

                             ClinTrials Research Inc.
                             11000 Weston Parkway
                             Suite 100
                             Cary, North Carolina 27513
                             Facsimile: (919) 462-2336
                             Attention:  Paul Ottaviano

                                       5
<PAGE>   6

                with a copy to:

                             Harwell Howard Hyne Gabbert & Manner, P.C.
                             315 Deaderick Street, Suite 1800
                             Nashville, Tennessee 37238-1800
                             Facsimile:  (615) 251-1059
                             Attention: Mark Manner, Esq.

All such notices, requests and other communications will (i) if delivered
personally to the address as provided in this Section, be deemed given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number as
provided in this Section, be deemed given upon receipt, and (iii) if delivered
by mail in the manner described above to the address as provided in this
Section, be deemed given upon receipt (in each case regardless of whether such
notice, request or other communication is received by any other person to whom a
copy of such notice is to be delivered pursuant to this Section). Any party from
time to time may change its address, facsimile number or other information for
the purpose of notices to that party by giving notice specifying such change to
the other parties hereto.

                        (b) The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

                        (c) This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
be considered one and the same agreement.

                        (d) This Agreement constitutes the entire agreement, and
supersedes all prior agreements and understandings, whether written and oral,
among the parties hereto with respect to the subject matter hereof.

                        (e) This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware without giving effect to
the principles of conflicts of laws thereof.

                        (f) Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto (whether by operation of law or otherwise) without the prior written
consent of the other parties, and any such purported assignment shall be null
and void; provided, however, that either of Parent or Subsidiary may, without
the prior written consent of any Stockholder, assign its rights and obligations
to any of its direct or indirect wholly owned subsidiaries. Subject to the
preceding sentence, this Agreement will be binding upon, inure to the benefit of
and be enforceable by, the parties and their respective successors and assigns,
and the provisions of this Agreement are not intended to confer upon any person
other than the parties hereto any rights or remedies hereunder.

                        (g) If any term, provision, covenant or restriction
herein is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable or against its regulatory policy, the remainder
of the terms, provisions, covenants and restrictions of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated.

                        (h) Each of the parties hereto acknowledge and agrees
that in the event of any breach of this Agreement, each non-breaching party
would be irreparably and immediately harmed and could not be made whole by
monetary damages. It is accordingly agreed that the parties hereto (i) will
waive, in any action for specific performance, the defense of adequacy of a
remedy at law and (ii) shall be entitled, in addition to any other remedy to
which they may be entitled at law or in equity, to compel specific performance
of this Agreement.

                                       6
<PAGE>   7

                        (i) No amendment, modification or waiver in respect to
this Agreement shall be effective unless it shall be in writing and signed by
each party hereto.

                        (j) No person who is or becomes (during the term hereof)
a director or officer of the Company makes any agreement or understanding herein
in his or her capacity as such director or officer, and nothing herein shall
limit or restrict such director or officer in acting in his or her capacity as a
director or officer, as the case may be, of the Company and exercising his or
her fiduciary duties and responsibilities, it being agreed and understood that
this Agreement shall apply to the Stockholder solely in his or her capacity as a
stockholder and shall not apply to the director's or officer's actions,
judgments or decisions as a director or officer of the Company.

                        (k) All fees and expenses incurred by any one party
hereto shall be borne by the party incurring such fees and expenses.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       7
<PAGE>   8


               IN WITNESS WHEREOF, Parent, Subsidiary and each of the
Stockholders have caused this Agreement to be duly executed and delivered as of
the date first written above.

                                           INVERESK RESEARCH GROUP LIMITED



                                           By:  /s/ Walter S. Nimmo
                                                -------------------------------
                                                Name:    Walter S. Nimmo
                                                Title:   Chief Executive




                                           INDIGO ACQUISITION CORP.



                                           By:  /s/  Walter S. Nimmo
                                                -------------------------------
                                                Name:    Walter S. Nimmo
                                                Title:   President


                                       8
<PAGE>   9


               IN WITNESS WHEREOF, Parent, Subsidiary and each of the
Stockholders have caused this Agreement to be duly executed and delivered as of
the date first written above.

                                                /s/  Richard J. Eskind
                                                -------------------------------
                                                Richard J. Eskind



                                       9
<PAGE>   10
     IN WITNESS WHEREOF, Parent, Subsidiary and each of the Stockholders have
caused this Agreement to be duly executed and delivered as of the date first
written above.

                                                  Richard J. Eskind Grantor
                                                  Retained Annuity Trust No. 2


                                                  By: /s/ Jeffrey B. Eskind
                                                     ---------------------------
                                                     Name:    Jeffrey B. Eskind
                                                     Title:   Trustee
<PAGE>   11


               IN WITNESS WHEREOF, Parent, Subsidiary and each of the
Stockholders have caused this Agreement to be duly executed and delivered as of
the date first written above.


                                                /s/ Irwin B. Eskind
                                                -------------------------------
                                                Irwin B. Eskind, M.D.



                                       10
<PAGE>   12
     IN WITNESS WHEREOF, Parent, Subsidiary and each of the Stockholders have
caused this Agreement to be duly executed and delivered as of the date first
written above.

                                             Irwin B. Eskind Grantor
                                             Retained Annuity Trust No. 4


                                             By: /s/ William H. Eskind
                                                ------------------------------
                                                Name:   William H. Eskind
                                                Title:  Trustee
<PAGE>   13


               IN WITNESS WHEREOF, Parent, Subsidiary and each of the
Stockholders have caused this Agreement to be duly executed and delivered as of
the date first written above.


                                                /s/ Paul J. Ottaviano
                                                -------------------------------
                                                Paul J. Ottaviano



                                       11
<PAGE>   14


               IN WITNESS WHEREOF, Parent, Subsidiary and each of the
Stockholders have caused this Agreement to be duly executed and delivered as of
the date first written above.


                                                /s/ Edward G. Nelson
                                                -------------------------------
                                                Edward G. Nelson



                                       12
<PAGE>   15


               IN WITNESS WHEREOF, Parent, Subsidiary and each of the
Stockholders have caused this Agreement to be duly executed and delivered as of
the date first written above.

                                                Nelson Capital Corporation



                                                By:  /s/ Edward G. Nelson
                                                     --------------------------
                                                     Name:    Edward G. Nelson
                                                     Title:   President

                                       13
<PAGE>   16


               IN WITNESS WHEREOF, Parent, Subsidiary and each of the
Stockholders have caused this Agreement to be duly executed and delivered as of
the date first written above.


                                                /s/ Roscoe R. Robinson
                                                -------------------------------
                                                Roscoe R. Robinson, M.D.



                                       14

<PAGE>   17


               IN WITNESS WHEREOF, Parent, Subsidiary and each of the
Stockholders have caused this Agreement to be duly executed and delivered as of
the date first written above.


                                                /s/ S. Colin Neill
                                                -------------------------------
                                                S. Colin Neill






                                       15
<PAGE>   18


               IN WITNESS WHEREOF, Parent, Subsidiary and each of the
Stockholders have caused this Agreement to be duly executed and delivered as of
the date first written above.


                                                /s/ William C. O'Neil, Jr.
                                                -------------------------------
                                                William C. O'Neil, Jr.






                                       16
<PAGE>   19


                                     ANNEX I

                       Ownership of Shares; Option Prices

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
HOLDER                   NUMBER OF SHARES   NUMBER OF OPTIONS    OPTION PRICE PER SHARE
==========================================================================================
<S>                      <C>                <C>                  <C>
Richard J. Eskind                1,209,632                    0       Not applicable
------------------------------------------------------------------------------------------
Richard J. Eskind Grantor
Retained Annuity
Trust No. 2                        500,000                    0       Not applicable
------------------------------------------------------------------------------------------
Irwin B. Eskind                    857,511                    0       Not applicable
------------------------------------------------------------------------------------------
Irwin B. Eskind Grantor
Retained Annuity Trust
No. 4                              400,000                    0       Not applicable
------------------------------------------------------------------------------------------
Nelson Capital
Corporation                         65,964                    0       Not applicable
------------------------------------------------------------------------------------------
Edward G. Nelson                     9,747               10,000                     $7.00
------------------------------------------------------------------------------------------
                                                          1,000                     $3.63
------------------------------------------------------------------------------------------
                                                          5,000                     $2.81
------------------------------------------------------------------------------------------
                                                          2,500                     $5.88
------------------------------------------------------------------------------------------
                                                          1,000                     $4.13
------------------------------------------------------------------------------------------
                                                         10,000                     $3.06
------------------------------------------------------------------------------------------
                                                         30,000                     $3.88
------------------------------------------------------------------------------------------
                                                          1,000                     $5.19
------------------------------------------------------------------------------------------
Paul J. Ottaviano                        0               30,000                     $2.77
------------------------------------------------------------------------------------------
                                                         15,375                     $6.83
------------------------------------------------------------------------------------------
                                                         14,625                     $6.83
------------------------------------------------------------------------------------------
                                                         15,000                     $6.67
------------------------------------------------------------------------------------------
                                                         15,000                    $12.92
------------------------------------------------------------------------------------------
                                                         15,000                     $7.63
------------------------------------------------------------------------------------------
                                                         15,000                     $5.00
------------------------------------------------------------------------------------------
                                                         68,025                     $5.88
------------------------------------------------------------------------------------------
                                                          6,975                     $5.88
------------------------------------------------------------------------------------------
                                                         50,000                     $3.75
------------------------------------------------------------------------------------------
                                                         30,000                     $3.88
------------------------------------------------------------------------------------------
Roscoe R. Robinson                       0               12,000                     $7.00
------------------------------------------------------------------------------------------
                                                         10,000                     $7.00
------------------------------------------------------------------------------------------
                                                          1,000                     $3.63
------------------------------------------------------------------------------------------
                                                          5,000                     $2.81
------------------------------------------------------------------------------------------
                                                          2,500                     $5.88
------------------------------------------------------------------------------------------
                                                          1,000                     $4.13
------------------------------------------------------------------------------------------
                                                         10,000                     $3.06
------------------------------------------------------------------------------------------
                                                         15,000                     $3.88
------------------------------------------------------------------------------------------
                                                          1,000                     $5.19
------------------------------------------------------------------------------------------
S. Colin Neill                                           50,000                     $3.94
------------------------------------------------------------------------------------------
                                                         50,000                     $5.88
------------------------------------------------------------------------------------------
                                                         50,000                     $3.75
------------------------------------------------------------------------------------------
                                                         15,000                     $3.88
------------------------------------------------------------------------------------------
William C. O'Neil, Jr.             762,800                    0       Not applicable
------------------------------------------------------------------------------------------
</TABLE>

                                       17
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.D.3
<SEQUENCE>13
<FILENAME>y45952mex99-d_3.txt
<DESCRIPTION>INVESTMENT AGREEMENT
<TEXT>

<PAGE>   1

EDINBURGH
OUR REF        GECS/CAN.22.5/TMCA


DATE               February 2001

--------------------------------------------------------------------------------

Investment agreement

between

Inveresk Research Group Limited

Walter Nimmo and others


and


Candover Investments PLC and others


The rights attaching to the shares and loan stock to which this investment
agreement relates are subject to the terms of an inter-creditor agreement to be
entered into by, inter alia, the Company (as defined herein) and Bear Stearns
Corporate Lending Inc. as agent and security trustee.

--------------------------------------------------------------------------------




[ABX LOGO]




3 GLENFINLAS STREET
EDINBURGH EH3 6AQ

DX EDINBURGH BOX NO 137   TEL 0131 226 5196
FAX 0131 226 3174

<PAGE>   2

THIS AGREEMENT IS MADE ON

between

(1)     INVERESK RESEARCH GROUP LIMITED (registered number 198206) having its
        registered office at Elphinstone Research Centre, Tranent, Edinburgh
        EH33 2NE (the "Company");

(2)     THE PERSONS whose names and addresses are set out in Schedule 1
        (together the "Existing Managers" and each an "Existing Manager"); and

(3)     THE PERSONS whose names and addresses are set out in Schedule 2
        (together the "Investors" and each an "Investor")

WHEREAS

(A)     The Existing Managers and the Investors are the holders of the entire
        issued share capital of the Company, their current shareholdings being
        set out in Schedule 3.

(B)     The Further Investors have agreed to invest in the Company for the
        purposes of and subject to the terms and conditions of this Agreement.

(C)     The shareholdings in the Company following the investments contemplated
        by this Agreement are set out in Schedule 4.

IT IS HEREBY AGREED as follows:

1.      Interpretation

1.1     Unless the context otherwise requires, the following expressions used in
        this Agreement shall have the meanings set out below:


        "Accountants' Report" means the report prepared by Arthur Andersen
        relating to the Target Group and the documents annexed to such report
        all in the Agreed Terms;


        "Agreed Terms" means in the form, or substantially in the form,
        initialled for purposes of identification by or on behalf of the parties
        or, in the case of any document not so initialled, in the form executed
        by the parties thereto prior to or contemporaneously with Completion;


        "A Ordinary Shares" means cumulative convertible participating A
        ordinary shares of pound sterling 1 each in the capital of the Company
        having the rights, and being subject to the restrictions, set out in the
        Articles;


        "Articles" means the new articles of association of the Company in the
        Agreed Terms;


        "Bank" means Bear Stearns Corporate Lending Inc. as agent for and on
        behalf of the Finance Parties (as such term is defined in the Facility
        Agreement);


        "B Ordinary Shares" means convertible B ordinary shares of Pound
        Sterling1 each in the capital of the Company having the rights and being
        subject to the restrictions set out in the Articles;



<PAGE>   3
                                       2

        "Business Day" means a day (excluding Saturdays) on banks are generally
        open in London for the transaction of normal banking business;


        "CCRW" means Clifford Chance Rogers & Wells;


        "CCRW Due Diligence Report" means a report in Agreed Terms by CCRW
        addressed to, inter alia, the Company and the Investors' Agent
        concerning legal due diligence they have conducted in relation to the
        Target Group;


        "Closing" means satisfaction of the Minimum Condition (as such term is
        defined in the Merger Agreement) under the Tender Offer as provided for
        in the Merger Agreement;


        "Completion" means the occurrence of the events set out in Clause 3.1;


        "Completion Date" means the date on which Closing occurs or such later
        date as may be agreed in writing by the parties hereto;


        "Environmental Report" means the report in the Agreed Terms prepared by
        Marsh UK Limited in relation to certain environmental matters affecting
        the Target Group addressed to, inter alia, the Company and the
        Investors' Agent;


        "Facility Agreement" means the facility agreement of even date with this
        Agreement between, inter alia, the Bank and the Company in the Agreed
        Terms;


        "Further Investors" means the Investors other than RBS Mezzanine
        Limited;


        "Insurance Report" means the report in the Agreed Terms prepared by
        Marsh UK Limited addressed to, inter alia, the Company and the
        Investors' Agent;


        "Investors' Agent" means Candover Partners Limited, 20 Old Bailey,
        London EC4M 7LN in its capacity as agent for the Further Investors;


        "Loan Stock Instrument" means the loan stock instrument dated 4
        September 1999 as amended by the New Loan Stock Instrument;


        "Market Report" means the report in the Agreed Terms prepared by
        Technomark Consulting Services in relation to the business of the Target
        Group;


        "Merger Agreement" means the agreement and plan of merger in the Agreed
        Terms made between the Company, Indigo Acquisition Corp. and the Target
        in the Agreed Terms in terms of which Indigo Acquisition Corp. shall
        launch a tender offer for all of the outstanding stock of the Target and
        if such tender offer is successful, in terms of which the merger of
        Indigo Acquisition Corp. and the Target shall be effected;


        "Merger Documents" means the Merger Agreement, the Stockholders
        Agreement and all other documents executed in connection with either of
        those documents;



<PAGE>   4
                                       3

        "New Loan Stock" means the pound sterling 44,734,481 loan stock of the
        Company constituted or to be constituted by the Loan Stock Instrument;


        "New Loan Stock Instrument" means the supplemental loan stock instrument
        supplementing and varying the loan stock instrument dated 4 September
        1999 in the Agreed Terms;


        "Ordinary Shares" means ordinary shares of pound sterling 1 each in the
        capital of the Company having the rights, and being subject to the
        restrictions, set out in the Articles;


        "Pensions Report" means the report in the Agreed Terms prepared by
        William M Mercer Inc and William M Mercer Limited addressed to, inter
        alia, the Company and the Investors' Agent;


        "Reports" means the Accountants' Report, the CCRW Due Diligence Report,
        the Environmental Report, the Insurance Report, the Market Report and
        the Pensions Report and "Report" means any of them;


        "Stockholders Agreement" means the stockholders agreement (as such term
        is defined in the Merger Agreement) in the Agreed Terms;


        "Subscription Shares" means the shares in the capital of the Company to
        be subscribed for by the Further Investors as provided by this
        Agreement;


        "Target Group" means the Target and its subsidiaries;


        "Target" means Clintrials Research Inc., a Delaware corporation;


        "Target Stock" means the Company Common Stock (as such term is defined
        in the Merger Agreement); and


        "Tender Offer" means the Offer (as such term is defined in the Merger
        Agreement).

1.2     Unless the context otherwise requires, where words and expressions used
        in this Agreement are defined in the Companies Act 1985 (the "Act") such
        words and expressions shall have the meanings attached to them
        respectively by the Act.

1.3     References in this Agreement to any statute or statutory provision shall
        be deemed to include references to any statute or statutory provision
        which amends, extends, consolidates or replaces the same (other than any
        such statute or statutory provision with retrospective effect to the
        extent that it is retrospective) and except to the extent that any
        amendments or modification enacted after the date of this Agreement
        would extend or increase the liability of any party to any other party
        under this Agreement and, save as aforesaid, to any order, regulation,
        instrument or other subordinate legislation made thereunder.

1.4     Reference to "Recitals", "Clauses" and "Schedules" and to sub-divisions
        thereof are to recitals and clauses of and the schedules to this
        Agreement and sub-divisions thereof. The Schedules shall form part of
        this Agreement.


<PAGE>   5
                                       4

1.5     The headings in this Agreement are for convenience only and shall not
        affect its construction or interpretation.

1.6     Unless the context otherwise requires:

1.6.1   words denoting the singular shall include the plural and vice versa;

1.6.2   words denoting a gender shall include all genders; and

1.6.3   references to persons shall include natural persons, bodies corporate,
        unincorporated associations, partnerships, joint ventures, trusts or
        other entities or organisations of any kind, including (without
        limitation) government entities (or political subdivisions or agencies
        or instrumentalities thereof).

2.      Conditions precedent

2.1     Completion is conditional upon the satisfaction or fulfilment (or waiver
        in writing or deemed waiver by the Investors' Agent) of the conditions
        set out in Schedule 5 on or prior to the Completion Date and the same
        continuing to be fulfilled or satisfied at Completion.

2.2     The Company shall use its reasonable endeavours to procure that the
        conditions precedent set out in Schedule 5 are satisfied on or before
        the Completion Date. The Company shall give notice promptly to the
        Further Investors upon all such conditions precedent having become
        satisfied or waived.

2.3     If the conditions set out in Schedule 5 are not satisfied on or before
        the Completion Date, the Investors' Agent shall be entitled forthwith by
        notice in writing to the Company to terminate this Agreement, whereupon
        none of the parties hereto shall be under any liability whatsoever to
        any other and the Further Investors shall not be bound to subscribe for
        any share of the Company pursuant to this Agreement or otherwise.

2.4     The Investors' Agent may waive in writing (at its sole and absolute
        discretion and whether on further terms and/or conditions or not as it
        thinks fit) any or all of the conditions set out in Schedule 5 if they
        have not been fully satisfied in accordance with Clause 2.1 and, unless
        otherwise agreed, will be deemed to have so waived all of such
        conditions upon the Further Investors making payment of the subscription
        monies due on the Subscription Shares.

3.      Completion and subsequent matters

3.1     Completion shall take place at 3 Glenfinlas Street, Edinburgh or such
        other place as the parties shall agree on the Completion Date when the
        Further Investors shall each subscribe (or provide that their respective
        nominees subscribe) in cash for the number of A Ordinary Shares and
        nominal amount of New Loan Stock and for the consideration set out
        opposite their respective names in Schedule 2, each such subscription to
        be by way of telegraphic transfer to such account or in such manner as
        the Further Investors shall have been notified in writing by or on
        behalf of the Company prior to the Completion Date; and, subject to the
        Further Investors complying with these provisions, the Company shall
        allot and issue the A Ordinary Shares and New Loan Stock to the Further
        Investors (or their respective nominees) and shall enter the names of
        the allottees in the register of members (or Loan



<PAGE>   6
                                       5

        Stock holders as appropriate) of the Company and shall issue and deliver
        to the Further Investors share and Loan Stock certificates duly executed
        by the Company for the shares and New Loan Stock subscribed by them (or
        their respective nominees).

3.2     The proceeds of the subscription shall be used by the Company for the
        purpose of paying part of the consideration due under the Tender Offer
        and/or Merger Agreement and paying the costs and expenses in connection
        with the acquisition of the Target Stock.

3.3     As soon as practicable following Completion the Company shall procure
        that each of the Facility Agreement and the Merger Agreement is
        completed to the extent not already completed.

3.4     The Investors hereby consent to the grant as soon as practicable
        following Completion of the following exit based options over Ordinary
        Shares:-

3.4.1   to Walter Nimmo an option over 1,606 Ordinary Shares;

3.4.2   to Alastair McEwan an option over 2,460 Ordinary Shares;

3.4.3   to Nick Thornton an option over 5,460 Ordinary Shares; and

3.4.4   to Brian Bathgate an option over 1,282 Ordinary Shares;


        provided that each option shall be in a form approved by the Investors'
        Agent, acting reasonably.

3.5     Each of the parties hereby consents to the transactions contemplated by
        this Agreement (including, without limitation, the allotment and issue
        to the Further Investors of the Subscription Shares). Each of the
        parties shall execute all such other documents and do all such other
        acts and things, or procure the execution of such other documents or the
        performance of all such other acts and things, as shall be reasonably
        required in order to perfect the transactions intended to be effected
        under or pursuant to this Agreement.

4.      Undertakings


        The Company undertakes to the Investors that both before and after
        Completion:

4.1     there will be no amendment, modification or variation of the terms or
        conditions of the Merger Documents nor any waiver or consent granted
        thereunder without the prior written consent of the Investors' Agent;

4.2     the Merger Agreement shall not be terminated after the Tender Offer has
        closed; and

4.3     the Tender Offer will not be withdrawn after the Tender Offer has
        closed.


<PAGE>   7
                                       6

5.      Transfers of A Ordinary Shares


        Subject only to Completion taking place, RBS Mezzanine Limited agrees
        and undertakes that it will gift up to 10,375 A Ordinary Shares to one
        or more of the Further Investors as the Investors' Agent shall direct
        and further agrees and undertakes to execute and deliver to the
        Investors' Agent stock transfer forms to implement such transfers
        promptly on demand.

6.      Fees and expenses


        The Company shall pay the Investors' Agent an arrangement fee equal to
        pound sterling 420,000 (plus any VAT). Such fee shall be payable on the
        date of this Agreement. All legal and accountancy fees (plus any
        expenses and VAT) of the Further Investors in relation to this Agreement
        shall be for the account of the Company and shall be payable on the date
        of this Agreement or otherwise on demand.

7.      Notices

7.1     Any notices or other document to be served under this Agreement may be
        delivered or sent by facsimile to the party to be served at its address
        appearing in this Agreement or at such other address as it may have
        notified to the other parties in accordance with this Clause and shall
        (where the party to be served is not an individual) be marked for the
        attention of the individual specified in this Agreement or such other
        individual as the relevant party may have notified to the other parties
        in accordance with this Clause.

7.2     Any notice or document shall be deemed to have been served:

7.2.1   if delivered, at the time of delivery; or

7.2.2   if sent by facsimile, the time of despatch.

7.3     In proving service of a notice or document it shall be sufficient to
        prove that delivery was made or that the facsimile message was properly
        addressed and despatched as the case may be.

8.      Counterparts


        This Agreement may be executed in any number of counterparts and by the
        parties to it on separate counterparts, each of which shall be an
        original, but all of which together shall constitute one and the same
        instrument.

9.      Applicable law


        This Agreement shall be governed by and construed in accordance with
        English law and all the parties hereto irrevocably submit to the
        non-exclusive jurisdiction of the High Court in London as regards any
        claim, dispute or matter arising out of or relating to this Agreement or
        any of the documents to be executed pursuant to it.

AS WITNESS WHEREOF this Agreement has been executed on the date first above
written.


<PAGE>   8
                                       7

                                   Schedule 1

                              The Existing Managers

<TABLE>
<CAPTION>
                   Name                                        Address
                   ----                                        -------

<S>                                     <C>
(1)     Walter Nimmo                        38 Kinellan Road, Edinburgh EH12 6ES
(2)     Ian Sword                           13 Napier Road, Edinburgh EH10 5AZ
(3)     Stewart Leslie                      14 Clackmae Road, Edinburgh EH16 6NZ
(4)     Dr Brian Bathgate                   12 Meadowbank Avenue (3F3), Edinburgh EH8 7AP
(5)     Mr Alastair McEwan                  Annefield, Lanark Road West, Balerno EH14 7BW
(6)     Dr Norma Kellet                     38 Kinellan Road, Edinburgh EH12 6ES
(7)     Ms Doreen Davidson                  16 Craighall Terrace, Musselburgh EH21 7PL
(8)     Mr Brian Cameron                    8 Marly Green, North Berwick EH39 4QX
(9)     Dr Malcolm Macnaughton              The Larches, Netherlaw, North Berwick EH39 4RF
(10)    Dr Steve Freestone                  18 White Dales, Edinburgh EH10 7JQ
(11)    Mr Alan Johnston                    3 Granby Road, Edinburgh EH16 5NH
(12)    Dr Duncan Lawrence                  34 Muirfield Park, Gullane East Lothian EH32 2DY
(13)    Mr Rick Greenough                   8 Campbell Road, Longniddry East Lothian EH32 0NP
</TABLE>







<PAGE>   9
                                       8

                                   Schedule 2

                                  The Investors

<TABLE>
<CAPTION>
     (1)                                   (2)                    (3)                   (4)

Name & Address                        Number of New A      Nominal Value of New     Consideration
--------------                        ----------------     ---------------------    -------------
                                      Ordinary Shares           Loan Stock
                                      ---------------           ----------
                                                             pound sterling           pound sterling

<S>                                  <C>                   <C>                    <C>
Candover Investments PLC                  27,966                5,262,880              5,290,846
20 Old Bailey
London EC4M 7LN

Candover (Trustees) Limited                3,107                   Nil                   3,107
20 Old Bailey
London EC4M 7LN

Candover 1997 UK No 1 Limited             90,984               15,409,712              15,500,696
Partnership, 20 Old Bailey, London
EC4M 7LN acting by their general
partner Candover Partners Limited

Candover 1997 UK No 2 Limited             28,340                4,799,747              4,828,087
Partnership, 20 Old Bailey, London
EC4M 7LN acting by their general
partner Candover Partners Limited

Candover 1997 US No 1 Limited             75,541               12,794,062              12,869,603
Partnership, 20 Old Bailey, London
EC4M 7LN acting by their general
partner Candover Partners Limited

Candover 1997 US No 2 Limited             25,419                4,305,036              4,330,455
Partnership, 20 Old Bailey, London
EC4M 7LN acting by their general
partner Candover Partners Limited

Candover 1997 US No 3 Limited             12,771                2,163,044              2,175,815
Partnership), 20 Old Bailey, London
EC4M 7LN acting by their general
Partner Candover Partners Limited

RBS Mezzanine Limited, 42 St                Nil                    Nil                    Nil
Andrew Square, Edinburgh EH2 2YE

John Urquhart, 975 Hamilton Avenue,        1,391                   Nil                   15,000
Palo Alto, CA94301, United States

Total                                     265,519              44,734,481              45,013,609
=====                                     =======              ==========              ==========
</TABLE>


<PAGE>   10
                                       9

                                   Schedule 3

                          Pre-Completion Shareholdings



<TABLE>
<CAPTION>
(1)                                             (2)                            (3)
---                                             ---                            ---

Name & Address                      Number and class of Shares     Nominal value of loan stock
--------------                      --------------------------     ---------------------------

<S>                                  <C>                           <C>
Dr Walter Nimmo, 38 Kinellan Road,    31,797 Ordinary Shares                   Nil
Edinburgh EH12 6ES

Dr Norma Kellet, 38 Kinellan Road,     3,000 Ordinary Shares                   Nil
Edinburgh EH12 6ES

Mr Stewart Leslie, 14 Clackmae         8,672 Ordinary Shares                   Nil
Road, Edinburgh EH16 6NZ

Dr Brian Bathgate, 12 Meadowbank       3,000 Ordinary Shares                   Nil
Avenue (3F3), Edinburgh EH8 7AP

Ms Doreen Davidson, 16 Craighall       3,000 Ordinary Shares                   Nil
Terrace, Musselburgh EH21 7PL

Mr Alastair McEwan, Annefield,         3,000 Ordinary Shares                   Nil
Lanark Road West, Balerno EH14 7BW

Mr Brian Cameron, 8 Marly Green,       3,000 Ordinary Shares                   Nil
North Berwick EH39 4QX

Dr Malcolm Macnaughton, The            3,000 Ordinary Shares                   Nil
Larches, Netherlaw, North Berwick
EH39 4RF

Dr Steve Freestone, 18 White           3,000 Ordinary Shares                   Nil
Dales, Edinburgh EH10 7JQ

Mr Alan Johnston, 3 Granby Road,       3,000 Ordinary Shares                   Nil
Edinburgh EH16 5NH

Dr Duncan Lawrence, 34 Muirfield       3,000 Ordinary Shares                   Nil
Park, Gullane, East Lothian
EH32 2DY

Dr Ian Sword, 13 Napier Road,         14,453 Ordinary Shares                   Nil
Edinburgh EH10 5AZ

Mr Rick Greenough, 8 Campbell          3,000 Ordinary Shares                   Nil
Road, Longniddry, East Lothian
EH32 0NP
</TABLE>


<PAGE>   11
                                       10

<TABLE>
<CAPTION>
(1)                                              (2)                            (3)
---                                              ---                            ---

Name & Address                       Number and class of Shares     Nominal value of loan stock
--------------                       --------------------------     ---------------------------

<S>                                   <C>                           <C>
Candover Investments PLC              46,895 A Ordinary Shares        pound sterling 3,065,201
20 Old Bailey
London EC4M 7LN

Candover (Trustees) Limited           5,210 A Ordinary Shares                  Nil
20 Old Bailey
London EC4M 7LN

Candover 1997 UK No 1 Limited         152,564 A Ordinary Shares       pound sterling 8,974,911
Partnership, 20 Old Bailey, London
EC4M 7LN acting by their general
partner Candover Partners Limited

Candover 1997 UK No 2 Limited         47,521 A Ordinary Shares        pound sterling 2,795,464
Partnership, 20 Old Bailey, London
EC4M 7LN acting by their general
partner Candover Partners Limited

Candover 1997 US No 1 Limited         126,667 A Ordinary Shares       pound sterling 7,451,506
Partnership, 20 Old Bailey, London
EC4M 7LN acting by their general
partner Candover Partners Limited

Candover 1997 US No 2 Limited         42,622 A Ordinary Shares        pound sterling 2,507,335
Partnership, 20 Old Bailey, London
EC4M 7LN acting by their general
partner Candover Partners Limited

Candover 1997 US No 3 Limited         21,415 A Ordinary Shares        pound sterling 1,259,798
Partnership, 20 Old Bailey, London
EC4M 7LN acting by their general
partner Candover Partners Limited

RBS Mezzanine Limited, 42 St          16,715 A Ordinary Shares         pound sterling 983,285
Andrew Square, Edinburgh EH2 2YE

John Urquhart, 975 Hamilton Avenue,   2,891 A Ordinary Shares                  Nil
Palo Alto, CA94301, United States
</TABLE>



<PAGE>   12
                                       11

                                   Schedule 4

                          Post-Completion Shareholdings


<TABLE>
<CAPTION>

(1)                                             (2)                            (3)
---                                             ---                            ---

Name & Address                      Number and class of Shares     Nominal value of loan stock
--------------                      --------------------------     ---------------------------

<S>                                  <C>                           <C>
Dr Walter Nimmo, 38 Kinellan Road,    31,797 Ordinary Shares                   Nil
Edinburgh EH12 6ES

Dr Norma Kellet, 38 Kinellan Road,     3,000 Ordinary Shares                   Nil
Edinburgh EH12 6ES

Mr Stewart Leslie, 14 Clackmae         8,672 Ordinary Shares                   Nil
Road, Edinburgh EH16 6NZ

Dr Brian Bathgate, 12 Meadowbank       3,000 Ordinary Shares                   Nil
Avenue (3F3), Edinburgh EH8 7AP

Ms Doreen Davidson, 16 Craighall       3,000 Ordinary Shares                   Nil
Terrace, Musselburgh EH21 7PL

Mr Alastair McEwan, Annefield,         3,000 Ordinary Shares                   Nil
Lanark Road West, Balerno EH14 7BW

Mr Brian Cameron, 8 Marly Green,       3,000 Ordinary Shares                   Nil
North Berwick EH39 4QX

Dr Malcolm Macnaughton, The            3,000 Ordinary Shares                   Nil
Larches, Netherlaw, North Berwick
EH39 4RF

Dr Steve Freestone, 18 White           3,000 Ordinary Shares                   Nil
Dales, Edinburgh EH10 7JQ

Mr Alan Johnston, 3 Granby Road,       3,000 Ordinary Shares                   Nil
Edinburgh EH16 5NH

Dr Duncan Lawrence, 34 Muirfield       3,000 Ordinary Shares                   Nil
Park, Gullane, East Lothian
EH32 2DY

Dr Ian Sword, 13 Napier Road,         14,453 Ordinary Shares                   Nil
Edinburgh EH10 5AZ

Mr Rick Greenough, 8 Campbell          3,000 Ordinary Shares                   Nil
Road, Longniddry, East Lothian
EH32 0NP
</TABLE>

<PAGE>   13
                                       12

<TABLE>
<CAPTION>

(1)                                               (2)                            (3)
---                                               ---                            ---

Name & Address                        Number and class of Shares     Nominal value of loan stock
--------------                        --------------------------     ---------------------------

<S>                                   <C>                           <C>
Candover Investments PLC               74,861 A Ordinary Shares               8,328,081
20 Old Bailey
London EC4M 7LN

Candover (Trustees) Limited            8,317 A Ordinary Shares                  Nil
20 Old Bailey
London EC4M 7LN

Candover 1997 UK No 1 Limited          243,548 A Ordinary Shares      pound sterling 24,384,623
Partnership, 20 Old Bailey, London
EC4M 7LN acting by their general
partner Candover Partners Limited

Candover 1997 UK No 2 Limited          75,861 A Ordinary Shares        pound sterling 7,595,211
Partnership, 20 Old Bailey, London
EC4M 7LN acting by their general
partner Candover Partners Limited

Candover 1997 US No 1 Limited          202,208 A Ordinary Shares      pound sterling 20,245,568
Partnership, 20 Old Bailey, London
EC4M 7LN acting by their general
partner Candover Partners Limited

Candover 1997 US No 2 Limited          68,041 A Ordinary Shares        pound sterling 6,812,371
Partnership, 20 Old Bailey, London
EC4M 7LN acting by their general
partner Candover Partners Limited

Candover 1997 US No 3 Limited          34,186 A Ordinary Shares        pound sterling 3,422,842
Partnership, 20 Old Bailey, London
EC4M 7LN acting by their general
partner Candover Partners Limited

RBS Mezzanine Limited, 42 St           16,715 A Ordinary Shares         pound sterling 983,285
Andrew Square, Edinburgh EH2 2YE

John Urquhart, 975 Hamilton            4,282 A Ordinary Shares                  Nil
Avenue, Palo  Alto, CA94301,
United States
</TABLE>




<PAGE>   14
                                       13

                                   Schedule 5

                              Conditions precedent

1.      The Investors' Agent having received all of the following:

1.1     a certified true copy of the Merger Documents (and of all agreements,
        indemnities, deeds and documents to be executed and/or delivered in
        terms thereof) all as duly executed; and

1.2     evidence that there have been duly passed resolutions of the Company in
        the Agreed Terms, inter alia, creating and authorising the allotment of
        the Subscription Shares, adopting the Articles as the articles of
        association of the Company and adopting the New Loan Stock Instrument.

2.      The Minimum Condition (as such term is defined in the Merger Agreement)
        having been satisfied in terms of the Merger Agreement.

3.      The Company having confirmed (acting reasonably, in good faith and after
        consultation with the Investors' Agent) to the Investors' Agent that all
        conditions set out in Annex A of the Merger Agreement have been
        satisfied or (with the consent of the Investors' Agent) waived.

4.      The Company having confirmed (acting reasonably, in good faith and after
        consultation with the Investors' Agent) to the Investors' Agent that no
        event has occurred which has had a material adverse effect on the
        financial condition of the Company and its subsidiaries taken as a
        whole.

5.      The Facility Agreement having become unconditional in all respects
        except insofar as it is conditional upon this Agreement having become
        unconditional and there having been no waiver, modification or variation
        of its terms or conditions nor any waiver or consent granted thereunder
        in any case without the prior written consent of the Investors' Agent.


<PAGE>   15
                                       14

<TABLE>
<S>                                                 <C>
Signed as a deed for and on behalf of         )     /s/ Walter Nimmo
Inveresk Research Group Limited               )     .......................................
by Walter Nimmo, Director                     )     Director
and Stewart Leslie, Director                  )
                                                    /s/ Stewart Leslie
                                                    .......................................
                                                    Director

                                                    /s/ Walter Nimmo
Signed as a deed by Walter Nimmo              )     .......................................
in the presence of this witness:              )     Walter Nimmo

             /s/ Ewan Gilchrist
Witness     ..............................

Full Name   Ewan Caldwell Gilchrist

Address     11 Walker Street

            Edinburgh

            Solicitor

                                                    /s/ Walter Nimmo
Signed as a deed by Ian Sword                 )     .......................................
by Walter Nimmo, his attorney                 )     Attorney
in the presence of this witness:              )

             /s/ Ewan Gilchrist
Witness     ..............................

Full Name   Ewan Caldwell Gilchrist

Address     11 Walker Street

            Edinburgh

            Solicitor
                                                    /s/ Stewart Leslie
Signed as a deed by Stewart Leslie            )     .......................................
in the presence of this witness:              )     Stewart Leslie

             /s/ Ewan Gilchrist
Witness     ..............................

Full Name   Ewan Caldwell Gilchrist

Address     11 Walker Street

            Edinburgh

            Solicitor
</TABLE>



<PAGE>   16
                                       15

<TABLE>
<S>                                                 <C>
Signed as a deed by Brian Bathgate            )     /s/ Walter Nimmo
                                                    .......................................
by Walter Nimmo, his attorney                 )     Attorney
in the presence of this witness:              )

Witness     /s/ Ewan Gilchrist
            .............................

Full Name   Ewan Caldwell Gilchrist

Address     11 Walker Street

            Edinburgh

            Solicitor

Signed as a deed by Alastair McEwan           )     /s/ Walter Nimmo
                                                    .......................................
by Walter Nimmo, his attorney                 )     Attorney
in the presence of this witness:              )

Witness     /s/ Ewan Gilchrist
            .............................

Full Name   Ewan Caldwell Gilchrist

Address     11 Walker Street

            Edinburgh

            Solicitor

Signed as a deed by Norma Kellet              )     /s/ Walter Nimmo
                                                    .......................................
by Walter Nimmo, her attorney                 )     Attorney
in the presence of this witness:              )

Witness     /s/ Ewan Gilchrist
            .............................

Full Name   Ewan Caldwell Gilchrist

Address     11 Walker Street

            Edinburgh

            Solicitor

Signed as a deed by Doreen Davidson           )     /s/ Walter Nimmo
                                                    .......................................
by Walter Nimmo, her attorney                 )     Attorney
in the presence of this witness:              )

Witness     /s/ Ewan Gilchrist
            .............................

Full Name   Ewan Caldwell Gilchrist

Address     11 Walker Street

            Edinburgh

            Solicitor
</TABLE>


<PAGE>   17
                                       16

<TABLE>
<S>                                                 <C>
Signed as a deed by Brian Cameron             )     /s/ Walter Nimmo
                                                    .......................................
by Walter Nimmo, his attorney                 )     Attorney
in the presence of this witness:              )

Witness     /s/ Ewan Gilchrist
            ..............................

Full Name   Ewan Caldwell Gilchrist

Address     11 Walker Street

            Edinburgh

            Solicitor

Signed as a deed by Malcolm Macnaughton       )     /s/ Walter Nimmo
                                                    .......................................
by Walter Nimmo, his attorney                 )     Attorney
in the presence of this witness:              )

Witness     /s/ Ewan Gilchrist
            ..............................

Full Name   Ewan Caldwell Gilchrist

Address     11 Walker Street

            Edinburgh

            Solicitor

Signed as a deed by Steve Freestone           )     /s/ Walter Nimmo
                                                    .......................................
by Walter Nimmo, his attorney                 )     Attorney
in the presence of this witness:              )

Witness     /s/ Ewan Gilchrist
            ..............................

Full Name   Ewan Caldwell Gilchrist

Address     11 Walker Street

            Edinburgh

            Solicitor

Signed as a deed by Alan Johnston             )     /s/ Walter Nimmo
                                                    .......................................
by Walter Nimmo, his attorney                 )     Attorney
in the presence of this witness:              )

Witness     /s/ Ewan Gilchrist
            ..............................

Full Name   Ewan Caldwell Gilchrist

Address     11 Walker Street

            Edinburgh

            Solicitor
</TABLE>


<PAGE>   18
                                       17

<TABLE>
<S>                                                 <C>
                                                          /s/ Walter Nimmo
Signed as a deed by Duncan Lawrence           )     .......................................
by Walter Nimmo, his attorney                 )     Attorney
in the presence of this witness:              )

            /s/ Ewan Gilchrist
Witness     .............................

Full Name   Ewan Caldwell Gilchrist

Address     11 Walker Street

            Edinburgh

            Solicitor
                                                           /s/ Walter Nimmo
Signed as a deed by Rick Greenough            )     .......................................
by Walter Nimmo, his attorney                 )     Attorney
in the presence of this witness:              )

            /s/ Ewan Gilchrist
Witness     .............................

Full Name   Ewan Caldwell Gilchrist

Address     11 Walker Street

            Edinburgh

            Solicitor

Signed as a deed for and on behalf of         )            /s/ Ian James Gray
Candover Investments PLC                      )     .......................................
acting by Ian James Gray as their attorney    )     Attorney
in the presence of this witness:              )

            /s/ Graeme Sloan
Witness     .............................

Full Name   Graeme Eoghan Campbell Sloan

Address     3 Glenfinlas Street

            Edinburgh

            Solicitor
</TABLE>



<PAGE>   19
                                       18

<TABLE>
<S>                                                 <C>
Signed as a deed for and on behalf of         )            /s/ Ian James Gray
Candover (Trustees) Limited                   )     .......................................
acting by Ian James Gray as their attorney    )     Attorney
in the presence of this witness:              )

             /s/ Graeme Sloan
Witness     ..............................

Full Name   Graeme Eoghan Campbell Sloan

Address     3 Glenfinlas Street

            Edinburgh

            Solicitor

Signed as a deed for and on behalf of         )            /s/ Ian James Gray
Candover 1997 UK No.1 Limited Partnership     )     .......................................
acting by Ian James Gray as their attorney    )     Attorney
in the presence of this witness:              )

             /s/ Graeme Sloan
Witness     ..............................

Full Name   Graeme Eoghan Campbell Sloan

Address     3 Glenfinlas Street

            Edinburgh

            Solicitor

Signed as a deed for and on behalf of         )            /s/ Ian James Gray
Candover 1997 UK No 2 Limited Partnership     )     .......................................
acting by Ian James Gray as their attorney    )     Attorney
in the presence of this witness:              )

              /s/ Graeme Sloan
Witness     ..............................

Full Name   Graeme Eoghan Campbell Sloan

Address     3 Glenfinlas Street

            Edinburgh

            Solicitor
</TABLE>



<PAGE>   20
                                       19

<TABLE>
<S>                                                 <C>
Signed as a deed for and on behalf of         )     /s/ Ian James Gray
Candover 1997 US No 1 Limited Partnership     )     .......................................
acting by Ian James Gray as their attorney    )     Attorney
in the presence of this witness:              )

Witness     /s/ Graeme Sloan
            .............................

Full Name   Graeme Eoghan Campbell Sloan

Address     3 Glenfinlas Street

            Edinburgh

            Solicitor


Signed as a deed for and on behalf of         )     /s/ Ian James Gray
Candover 1997 US No 2 Limited Partnership     )     .......................................
acting by Ian James Gray as their attorney    )     Attorney
in the presence of this witness:              )

Witness     /s/ Graeme Sloan
            .............................

Full Name   Graeme Eoghan Campbell Sloan

Address     3 Glenfinlas Street

            Edinburgh

            Solicitor


Signed as a deed for and on behalf of         )     /s/ Ian James Gray
Candover 1997 US No 3 Limited Partnership     )     .......................................
acting by Ian James Gray as their attorney    )     Attorney
in the presence of this witness:              )

Witness     /s/ Graeme Sloan
            .............................

Full Name   Graeme Eoghan Campbell Sloan

Address     3 Glenfinlas Street

            Edinburgh

            Solicitor
</TABLE>




<PAGE>   21
                                       20

<TABLE>
<S>                                                 <C>
Signed as a deed for and on behalf of         )     /s/ Ian James Gray
RBS Mezzanine Limited                         )     .......................................
acting by             as its attorney         )      Attorney
in the presence of this witness:              )

Witness     /s/ Graeme Sloan
            .............................

Full Name   Graeme Eoghan Campbell Sloan

Address     3 Glenfinlas Street

            Edinburgh

            Solicitor


Signed as a deed for and on behalf of         )     /s/ Ian James Gray
John Urquhart acting by Ian James Gray as his )     .......................................
attorney in the presence of this witness:     )     Attorney

Witness     /s/ Graeme Sloan
            .............................

Full Name   Graeme Eoghan Campbell Sloan

Address     3 Glenfinlas Street

            Edinburgh

            Solicitor
</TABLE>


<PAGE>   22



<TABLE>
<CAPTION>
Contents                                                                                   Page
--------                                                                                   ----

<S>        <C>                                                                            <C>
1.          Interpretation                                                                    1
2.          Conditions precedent                                                              4
3.          Completion and subsequent matters                                                 4
4.          Fees and expenses                                                                 5
5.          Notices                                                                           6
6.          Counterparts                                                                      6
7.          Applicable law                                                                    6

<CAPTION>
Schedules
---------

<S>            <C>
Schedule 1     The Existing Manager
Schedule 2     The Investors
Schedule 3     Pre-Completion Shareholdings
Schedule 4     Post-Completion Shareholdings
Schedule 5     Conditions precedent


<CAPTION>
Agreed form of Documents
------------------------

<S>     <C>
1.      Accountants' Report
2.      Articles
3.      CCRW Due Diligence Report
4.      Environmental Report
5.      Facility Agreement
6.      Insurance Report
7.      Merger Agreement
8.      New Loan Stock Instrument
9.      Market Report
10.     Pensions Report
11.     Stockholders Agreement
12.     Resolutions (clause 1.2)
</TABLE>




</TEXT>
</DOCUMENT>
</SUBMISSION>
